EX-10.1



 Exhibit 10.1 

A MARK OF [**] IN THE TEXT OF THIS EXHIBIT INDICATES THAT CONFIDENTIAL MATERIAL HAS BEEN OMITTED. THIS EXHIBIT. INCLUDING THE OMITTED PORTIONS, HAS BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 

MORGAN STANLEY & CO. LLC 
 1585 Broadway

 New York , NY 10020 
 Opening
Transaction 
  

			
	To:	  	 Fifth Third Bancorp
 Fifth Third Center

Cincinnati, Ohio 45263

		
	From:	  	Morgan Stanley & Co. LLC
		
	Re:	  	Accelerated Stock Buyback
		
	Ref. No:	  	As provided in the Supplemental Confirmation
		
	Date:	  	July 29, 2015

 This master confirmation (this “Master Confirmation”), dated as of July 29, 2015 is
intended to set forth certain terms and provisions of certain Transactions (each, a “Transaction”) entered into from time to time between Morgan Stanley & Co. LLC (“MSCO”) and Fifth Third Bancorp
(“Counterparty”). This Master Confirmation, taken alone, is neither a commitment by either party to enter into any Transaction nor evidence of a Transaction. The additional terms of any particular Transaction shall be set forth in a
Supplemental Confirmation in the form of Schedule A hereto (a “Supplemental Confirmation”), which shall reference this Master Confirmation and supplement, form a part of, and be subject to this Master Confirmation. This Master
Confirmation and each Supplemental Confirmation together shall constitute a “Confirmation” as referred to in the Agreement specified below. 

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as
published by the International Swaps and Derivatives Association, Inc., are incorporated into this Master Confirmation. This Master Confirmation and each Supplemental Confirmation evidence a complete binding agreement between Counterparty and MSCO
as to the subject matter and terms of each Transaction to which this Master Confirmation and such Supplemental Confirmation relate and shall supersede all prior or contemporaneous written or oral communications with respect thereto. 

This Master Confirmation and each Supplemental Confirmation supplement, form a part of, and are subject to an agreement in the form of the
2002 ISDA Master Agreement (the “Agreement”) as if MSCO and Counterparty had executed the Agreement on the date of this Master Confirmation (but without any Schedule except for (i) the election of New York law (without
reference to its choice of laws doctrine other than Title 14 of Article 5 of the New York General Obligations Law) as the governing law and US Dollars (“USD”) as the Termination Currency, (ii) the election that
subparagraph (ii) of Section 2(c) will not apply to the Transactions and (iii) the election that the “Cross Default” provisions of Section 5(a)(vi) shall apply to Counterparty and MSCO, with a ““Threshold
Amount” means, with respect to MSCO, an amount (including its equivalent in another currency) equal to 3% of the Shareholders Equity of MSCO , and with respect to Counterparty, an amount (including its equivalent in another currency) equal
to 3%. “Shareholders Equity” means an amount equal to WFC’s total assets minus its total liabilities, as reflected on WFC’s most recent audited financial statements provided that the words “, or becoming capable at such time
of being declared,” shall be deleted from such Section 5(a)(vi)). 
 The Transactions shall be the sole Transactions under the
Agreement. If there exists any ISDA Master Agreement between MSCO and Counterparty or any confirmation or other agreement between MSCO and Counterparty pursuant to which an ISDA Master Agreement is deemed to exist between MSCO and Counterparty, then
notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or any other agreement to which MSCO and Counterparty are parties, the Transactions shall not be considered Transactions under, or otherwise
governed by, such existing or deemed ISDA Master Agreement. 
 All provisions contained or incorporated by reference in the Agreement shall
govern this Master Confirmation and each Supplemental Confirmation except as expressly modified herein or in the related Supplemental Confirmation. 







 If, in relation to any Transaction to which this Master Confirmation and a Supplemental
Confirmation relate, there is any inconsistency between the Agreement, this Master Confirmation, any Supplemental Confirmation and the Equity Definitions, the following will prevail for purposes of such Transaction in the order of precedence
indicated: (i) such Supplemental Confirmation; (ii) this Master Confirmation; (iii) the Equity Definitions; and (iv) the Agreement. 

1.        Each Transaction constitutes a Share Forward Transaction for the purposes of the Equity Definitions. Set
forth below are the terms and conditions that, together with the terms and conditions set forth in the Supplemental Confirmation relating to any Transaction, shall govern such Transaction. 

 

			
	General Terms:	  	
		
	 Trade Date:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Buyer:
	  	Counterparty
		
	 Seller:
	  	MSCO
		
	 Shares:
	  	Common stock, without par value, of Counterparty (Ticker: FITB)
		
	 Exchange:
	  	NASDAQ Global Select Market
		
	 Related Exchange(s):
	  	All Exchanges.
		
	 Prepayment\Variable Obligation:
	  	Applicable
		
	 Prepayment Amount:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Prepayment Date:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	Valuation:	  	
		
	 VWAP Price:
	  	For any Exchange Business Day, as determined by the Calculation Agent based on the NASDAQ 10b-18 Volume Weighted Average Price per Share for the regular trading session (including any extensions thereof, provided the Exchange
publicly announced such extension prior to the end of the regular trading session on the prior Exchange Business Day) of the Exchange on such Exchange Business Day (without regard to pre-open or after hours trading outside of such regular trading
session for such Exchange Business Day), as published by Bloomberg at 4:15 p.m. New York time (or 15 minutes following the end of any extension of the regular trading session) on such Exchange Business Day, on Bloomberg page “FITB.Q
<Equity> AQR_SEC” (or any successor thereto), or if such price is not so reported on such Exchange Business Day for any reason or is, in the Calculation Agent’s reasonable discretion, erroneous, such VWAP Price shall be as reasonably
determined in good faith and in a commercially reasonable manner by the Calculation Agent. For purposes of calculating the VWAP Price, the Calculation Agent will include only those trades that are reported during the period of time during which
Counterparty could purchase its own shares under Rule 10b-18(b)(2) and are effected pursuant to the conditions of Rule 10b-18(b)(3), each under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (such trades,
“Rule 10b-18 eligible transactions”).
		
	 Forward Price:
	  	The average of the VWAP Prices for the Exchange Business Days in the Calculation Period, subject to “Valuation Disruption” below.
		
	 Forward Price Adjustment Amount:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Calculation Period:
	  	The period from and including the Calculation Period Start Date to and including the Termination Date.
		
	 Calculation Period Start Date:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.


  
 2 









			
		
	 Termination Date:
	  	The Scheduled Termination Date; provided that MSCO shall have the right to designate any Exchange Business Day on or after the First Acceleration Date to be the Termination Date (the “Accelerated Termination
Date”) by delivering notice to Counterparty of any such designation prior to 11:59 p.m. New York City time on the Exchange Business Day immediately following the designated Accelerated Termination Date.
		
	 Scheduled Termination Date:
	  	For each Transaction, as set forth in the related Supplemental Confirmation, subject to postponement as provided in “Valuation Disruption” below.
		
	 First Acceleration Date:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Valuation Disruption:
	  	 The definition of “Market Disruption Event” in Section 6.3(a) of the Equity Definitions is hereby amended by deleting the words
“at any time during the one-hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be” and inserting the words “at any time on any Scheduled
Trading Day during the Calculation Period or Settlement Valuation Period” after the word “material,” in the third line thereof.
  

Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in
the fourth line thereof.
  
 Notwithstanding anything to the contrary in the Equity
Definitions, to the extent that a Disrupted Day occurs (i) in the Calculation Period, the Calculation Agent may, in its good faith and commercially reasonable discretion, postpone the Scheduled Termination Date, or (ii) in the Settlement Valuation
Period, the Calculation Agent may, in its good faith and commercially reasonable discretion, extend the Settlement Valuation Period, in both cases by no more than one Exchange Business Day for each such Disrupted Day. If any such Disrupted Day is a
Disrupted Day because of a Market Disruption Event (or a deemed Market Disruption Event as provided herein), the Calculation Agent shall determine whether (i) such Disrupted Day is a Disrupted Day in full, in which case the VWAP Price for such
Disrupted Day shall not be included for purposes of determining the Forward Price or the Settlement Price, as the case may be, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the VWAP Price for such Disrupted Day shall be
determined by the Calculation Agent based on Rule 10b-18 eligible transactions in the Shares on such Disrupted Day taking into account the nature and duration of the relevant Market Disruption Event, and the weighting of the VWAP Price for the
relevant Exchange Business Days during the Calculation Period or the Settlement Valuation Period, as the case may be, shall be adjusted in good faith and in a commercially reasonable manner by the Calculation Agent for purposes of determining the
Forward Price or the Settlement Price, as the case may be, with such adjustments based on, among other factors, the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares. Any Exchange Business
Day on which, as of the date hereof, the Exchange is scheduled to close prior to its normal close of trading shall be deemed not to be an Exchange Business Day; if a closure of the Exchange prior to its normal close of trading on any Exchange
Business Day is scheduled following the date hereof, then such Exchange Business Day shall be deemed to be a Disrupted Day in full.

		
		  	If a Disrupted Day occurs during the Calculation Period or the Settlement Valuation Period, as the case may be, and each of the nine immediately following Scheduled Trading Days is a Disrupted Day, then the Calculation Agent, in
its good faith and commercially reasonable discretion, may deem such ninth Scheduled Trading Day to be an Exchange Business Day that is not a Disrupted Day and determine the VWAP Price for such ninth Scheduled Trading Day using its good faith
estimate of the value of the Shares on such ninth Scheduled Trading Day based on the volume, historical trading patterns and price of the Shares and such other factors as it deems
appropriate.


  
 3 









			
		
	Settlement Terms:	  	
		
	 Settlement Procedures:
	  	If the Number of Shares to be Delivered is positive, Physical Settlement shall be applicable; provided that MSCO does not, and shall not, make the agreement or the representations set forth in Section 9.11 of the Equity
Definitions related to the restrictions imposed by applicable securities laws with respect to any Shares delivered by MSCO to Counterparty under any Transaction as a result of the fact that Counterparty is the Issuer of the Shares. If the Number of
Shares to be Delivered is negative, then the Counterparty Settlement Provisions in Annex A shall apply.
		
	 Number of Shares to be Delivered:
	  	A number of Shares equal to (x)(a) the Prepayment Amount divided by (b) the Divisor Amount, minus (y) the number of Initial Shares.
		
	 Divisor Amount:
	  	The greater of (i) the Forward Price minus the Forward Price Adjustment Amount and (ii) $1.00.
		
	 Excess Dividend Amount:
	  	For the avoidance of doubt, all references to the Excess Dividend Amount shall be deleted from Section 9.2(a)(iii) of the Equity Definitions.
		
	 Settlement Date:
	  	If the Number of Shares to be Delivered is positive, the date that is one Settlement Cycle immediately following the Termination Date.
		
	 Settlement Currency:
	  	USD
		
	 Initial Share Delivery:
	  	MSCO shall deliver a number of Shares equal to the Initial Shares to Counterparty on the Initial Share Delivery Date in accordance with Section 9.4 of the Equity Definitions, with the Initial Share Delivery Date deemed to be a
“Settlement Date” for purposes of such Section 9.4.
		
	 Initial Share Delivery

Date:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Initial Shares:
	  	For each Transaction, as set forth in the related Supplemental Confirmation; provided that MSCO does not, and shall not, make the agreement or the representations set forth in Section 9.11 of the Equity Definitions related to the
restrictions imposed by applicable securities laws with respect to any Shares delivered by MSCO to Counterparty under any Transaction as a result of the fact that Counterparty is the Issuer of the Shares.
		
	Share Adjustments:	  	
		
	 Potential Adjustment Event:
	  	Notwithstanding anything to the contrary in Section 11.2(e) of the Equity Definitions, an Extraordinary Dividend shall not constitute a Potential Adjustment Event.
		
		  	It shall constitute an additional Potential Adjustment Event if the Scheduled Termination Date for any Transaction is postponed pursuant to “Valuation Disruption” above, in which case the Calculation Agent may, in good
faith and in its commercially reasonable discretion, adjust any relevant terms of any such Transaction as appropriate to account for the economic effect on such Transaction of such postponement.
		
	 Extraordinary Dividend:
	  	For any calendar quarter, any dividend or distribution on the Shares with an ex- dividend date occurring during such calendar quarter (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section
11.2(e)(ii)(A) of the Equity Definitions) (a “Dividend”) the amount or value of which (as determined by the Calculation Agent), when aggregated with the amount or value (as determined by the Calculation Agent) of any and all
previous Dividends with ex-dividend dates occurring in the same calendar quarter, exceeds the Ordinary Dividend Amount.


  
 4 









			
		
	 Ordinary Dividend Amount:
	  	For each Transaction, as set forth in the related Supplemental Confirmation
		
	 Method of Adjustment:
	  	Calculation Agent Adjustment
		
	Extraordinary Events:	  	
		
	 Consequences of Merger Events:
	  	
		
	 (a)     Share-for-Share:
	  	Modified Calculation Agent Adjustment
		
	 (b)    Share-for-Other:
	  	Cancellation and Payment
		
	 (c)    Share-for-Combined:
	  	Component Adjustment
		
	 Tender Offer:
	  	Applicable; provided that (i) Section 12.1(l) of the Equity Definitions shall be amended (x) by deleting the parenthetical in the fifth line thereof, (y) by replacing “that” in the fifth line thereof with
“whether or not such announcement” and (z) by adding immediately after the words “Tender Offer” in the fifth line thereof “, and any publicly announced change or amendment to such an announcement (including the announcement
of an abandonment of such intention)” and (ii) Sections 12.3(a) and 12.3(d) of the Equity Definitions shall each be amended by replacing each occurrence of the words “Tender Offer Date” by “Announcement Date.”
		
	 Consequences of

Tender Offers:
	  	
		
	 (a)    Share-for-Share:
	  	Modified Calculation Agent Adjustment or Cancellation and Payment, at the election of MSCO
		
	 (b)    Share-for-Other:
	  	Modified Calculation Agent Adjustment or Cancellation and Payment, at the election of MSCO
		
	 (c)    Share-for-Combined:
	  	Modified Calculation Agent Adjustment or Cancellation and Payment, at the election of MSCO
		
	 Nationalization, Insolvency or Delisting:
	  	Cancellation and Payment; provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares
are not immediately re- listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or
re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.
		
	 Additional Disruption Events:
	  	
		
	 (a)    Change in Law:
	  	Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement
of the interpretation”, (ii) by replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position” and (iii) by immediately following the word “Transaction” in clause (X) thereof,
adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”; provided further that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the
avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or
regulatory authority with


  
 5 









			
		  	competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the Dodd- Frank
Wall Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, and (ii) Section 12.9(a)(ii) of the Equity Definitions is
hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation
of new regulations authorized or mandated by existing statute)”.
		
	 (b)    Failure to Deliver:
	  	Applicable
		
	 (c)    Insolvency Filing:
	  	Applicable
		
	 (d)    Loss of Stock

         Borrow: 
	  	Applicable
		
	          Maximum Stock

         Loan Rate:
	  	200 basis points per annum
		
	          Hedging Party:
	  	MSCO
		
	 (e)    Increased Cost of

Stock Borrow:
	  	Applicable
		
	 Initial Stock

Loan Rate:
	  	25 basis points per annum
		
	 Hedging Party:
	  	MSCO
		
	 Determining Party:
	  	MSCO; provided that, following the occurrence of an Event of Default pursuant to Section 5(a)(vii) of the Agreement with respect to which MSCO is the Defaulting Party, Counterparty shall have the right to designate a
nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act, during the period commencing on the date such Event of Default occurred and ending on the Early Termination Date with respect to such Event of Default,
as the Determining Party. Upon receipt of written request from Counterparty, the Determining Party shall promptly (but in no event later than within five (5) Exchange Business Days from the receipt of such request) provide Counterparty with a
written explanation describing in reasonable detail any calculation, adjustment or determination made by it (including any quotations, market data or information from external sources used in making such calculation, adjustment or determination, as
the case may be, but without disclosing MSCO’s proprietary models or other information that may be proprietary or subject to contractual, legal or regulatory obligations to not disclose such information). All calculations and determinations by
the Determining Party shall be made in good faith and in a commercially reasonable manner.
		
	Additional Termination Event(s):	  	Notwithstanding anything to the contrary in the Equity Definitions, if, as a result of an Extraordinary Event, any Transaction would be cancelled or terminated (whether in whole or in part) pursuant to Article 12 of the Equity
Definitions, an Additional Termination Event (with such terminated Transaction(s) (or portions thereof) being the Affected Transaction(s) and Counterparty being the sole Affected Party) shall be deemed to occur, and, in lieu of Sections 12.7, 12.8
and 12.9 of the Equity Definitions, Section 6 of the Agreement shall apply to such Affected Transaction(s).


  
 6 









			
		
		  	The (i) declaration by the Issuer of any Extraordinary Dividend, the ex-dividend date for which occurs or is scheduled to occur during the Relevant Dividend Period, or (ii) occurrence of an ex-dividend date for any Dividend
that is not an Extraordinary Dividend during any calendar quarter occurring (in whole or in part) during the Relevant Dividend Period (as defined below) and is prior to the Scheduled Ex-Dividend Date for such calendar quarter will constitute an
Additional Termination Event, with Counterparty as the sole Affected Party and all Transactions hereunder as the Affected Transactions.
		
	Relevant Dividend Period:	  	The period from and including the Calculation Period Start Date to and including the Relevant Dividend Period End Date.
		
	Relevant Dividend Period End Date:	  	If the Number of Shares to be Delivered is negative, the last day of the Settlement Valuation Period; otherwise, the Termination Date.
		
	Scheduled Ex-Dividend Dates:	  	For each Transaction for each calendar quarter, as set forth in the related Supplemental Confirmation.
		
	 Non-Reliance/Agreements
 and Acknowledgements
Regarding Hedging Activities/Additional Acknowledgements:
	  	Applicable
		
	Transfer:	  	Notwithstanding anything to the contrary in the Agreement, MSCO may assign, transfer and set over all rights, title and interest, powers, privileges and remedies of MSCO under any Transaction, in whole or in part, to an affiliate
of MSCO whose obligations are guaranteed by MSCO, without the consent of Counterparty.
		
	MSCO Payment Instructions:	  	To be advised under separate cover
		
	Counterparty’s Contact Details for Purpose of Giving Notice:	  	To be provided by Counterparty
		
	MSCO’s Contact Details for Purpose of Giving Notice:	  	  
 Morgan Stanley $ Co. LLC

1585 Broadway
 New York, New York 10036-8293

Attention: Serkan Savasoglu
 Telephone: (212) 761-9363

Facsimile: (212) 404-9841
 Email:
Serkan.savasoglu@morganstanley.com

		
		  	 With a copy to:
 Morgan Stanley $ Co. LLC

1585 Broadway
 New York, New York 10036

Attention: Anthony Cicia
 Telephone: (212) 762-4828

Facsimile: (212) 507-4338
 Email:
Anthony.cicia@morganstanley.com


  

	2.	 Calculation Agent. MSCO; provided that, following the occurrence of an Event of Default pursuant to Section 5(a)(vii) of the
Agreement with respect to which MSCO is the Defaulting Party, Counterparty shall have the right to designate a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act, during the period commencing on the date
such Event of Default occurred and ending on the Early Termination Date with respect to such Event of Default, as the Calculation Agent. 



  
 7 









	 	 
Upon receipt of written request from Counterparty, the Calculation Agent shall promptly (but in no event later than within five (5) Exchange Business Days from the receipt of such request)
provide Counterparty with a written explanation describing in reasonable detail any calculation, adjustment or determination made by it (including any quotations, market data or information from external sources used in making such calculation,
adjustment or determination, as the case may be, but without disclosing MSCO’s proprietary models or other information that may be proprietary or subject to contractual, legal or regulatory obligations to not disclose such information). All
calculations and determinations by the Calculation Agent shall be made in good faith and in a commercially reasonable manner. 


 3.
Additional Mutual Representations, Warranties and Covenants of Each Party. In addition to the representations, warranties and covenants in the Agreement, each party represents, warrants and covenants to the other party that: 

(a) Eligible Contract Participant. It is an “eligible contract participant”, as defined in the U.S. Commodity Exchange Act
(as amended), and is entering into each Transaction hereunder as principal (and not as agent or in any other capacity, fiduciary or otherwise) and not for the benefit of any third party. 

(b) Accredited Investor. Each party acknowledges that the offer and sale of each Transaction to it is intended to be exempt from
registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(2) thereof. Accordingly, each party represents and warrants to the other that (i) it has the financial ability to
bear the economic risk of its investment in each Transaction and is able to bear a total loss of its investment, (ii) it is an “accredited investor” as that term is defined under Regulation D under the Securities Act and
(iii) the disposition of each Transaction is restricted under this Master Confirmation, the Securities Act and state securities laws. 
 4.
Additional Representations, Warranties and Covenants of Counterparty. In addition to the representations, warranties and covenants in the Agreement, Counterparty represents, warrants and covenants to MSCO that: 

(a) The purchase or writing of each Transaction and the transactions contemplated hereby will not violate Rule 13e-1 or Rule 13e-4
under the Exchange Act. 
 (b) It is not entering into any Transaction (i) on the basis of, and is not aware of, any material
non-public information with respect to the Shares, (ii) in anticipation of, in connection with, or to facilitate, a distribution of its securities, a self tender offer or a third-party tender offer or (iii) to create actual or apparent
trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares). 

(c) Each Transaction is being entered into pursuant to a publicly disclosed Share buy-back program and its Board of Directors has approved the
use of derivatives to effect the Share buy-back program. 
 (d) Without limiting the generality of Section 13.1 of the Equity
Definitions, Counterparty acknowledges that neither MSCO nor any of its affiliates is making any representations or warranties or taking any position or expressing any view with respect to the treatment of any Transaction under any accounting
standards including ASC Topic 260, Earnings Per Share, ASC Topic 815, Derivatives and Hedging, or ASC Topic 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity. 

(e) As of (i) the date hereof and (ii) the Trade Date for each Transaction hereunder, Counterparty is in compliance with its
reporting obligations under the Exchange Act and its most recent Annual Report on Form 10-K, together with all reports subsequently filed by it pursuant to the Exchange Act, taken together and as amended and supplemented to the date of this
representation, do not, as of their respective filing dates, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. 
 (f) Counterparty shall report each Transaction as required under the Exchange
Act and the rules and regulations thereunder. 
 (g) The Shares are not, and Counterparty will not cause the Shares to be, subject to a
“restricted period” (as defined in Regulation M promulgated under the Exchange Act) at any time during any Regulation M Period (as defined below) for any Transaction unless Counterparty has provided written notice to MSCO of such
restricted period not later than the Scheduled Trading Day immediately preceding the first day of such 

  
 8 








 
“restricted period”; Counterparty acknowledges that any such notice may cause a Disrupted Day to occur pursuant to Section 5 below; accordingly, Counterparty acknowledges that its
delivery of such notice must comply with the standards set forth in Section 6 below; “Regulation M Period” means, for any Transaction, (i) the Relevant Period (as defined below) and (ii) the Settlement Valuation
Period, if any, for such Transaction. “Relevant Period” means, for any Transaction, the period commencing on the Calculation Period Start Date for such Transaction and ending on the earlier of (i) the Scheduled Termination Date
and (ii) the last Additional Relevant Day (as specified in the related Supplemental Confirmation) for such Transaction, or such earlier day as elected by MSCO and communicated to Counterparty on such day (or, if later, the First Acceleration
Date without regard to any acceleration thereof pursuant to “Special Provisions for Acquisition Transaction Announcements” below). 

(h) As of the Trade Date, the Prepayment Date, the Initial Share Delivery Date and the Settlement Date for each Transaction, Counterparty is
not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)) and Counterparty would be able to purchase a number of Shares
with a value equal to the Prepayment Amount in compliance with the laws of the jurisdiction of Counterparty’s incorporation. 
 (i)
Counterparty is not and, after giving effect to any Transaction, will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. 

(j) Counterparty has not and will not enter into agreements similar to the Transactions described herein where any initial hedge period,
calculation period, relevant period or settlement valuation period (each however defined) in such other transaction will overlap at any time (including as a result of extensions in such initial hedge period, calculation period, relevant period or
settlement valuation period as provided in the relevant agreements) with any Relevant Period or, if applicable, any Settlement Valuation Period under this Master Confirmation. In the event that the initial hedge period, relevant period, calculation
period or settlement valuation period in any other similar transaction overlaps with any Relevant Period or, if applicable, Settlement Valuation Period under this Master Confirmation as a result of any postponement of the Scheduled Termination Date
or extension of the Settlement Valuation Period pursuant to “Valuation Disruption” above, Counterparty shall promptly amend such transaction to avoid any such overlap. 

5. Regulatory Disruption. In the event that MSCO concludes, in good faith and based on the advice of counsel, that it is appropriate with respect to
any legal, regulatory or self-regulatory requirements or related policies and procedures generally applicable to the relevant line of business (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily
adopted by MSCO), for it to refrain from or decrease any market activity on any Scheduled Trading Day or Days during the Calculation Period or, if applicable, the Settlement Valuation Period, MSCO may by written notice to Counterparty elect to deem
that a Market Disruption Event has occurred and will be continuing on such Scheduled Trading Day or Days. 
 6. 10b5-1 Plan. Counterparty represents,
warrants and covenants to MSCO that: 
 (a) Counterparty is entering into this Master Confirmation and each Transaction hereunder in good
faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act (“Rule 10b-5”) or any other antifraud or anti-manipulation provisions of the federal or applicable state securities laws and
that it has not entered into or altered and will not enter into or alter any corresponding or hedging transaction or position with respect to the Shares. Counterparty acknowledges that it is the intent of the parties that each Transaction entered
into under this Master Confirmation comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and each Transaction entered into under this Master Confirmation shall be
interpreted to comply with the requirements of Rule 10b5-1(c). 
 (b) Counterparty will not seek to control or influence MSCO’s
decision to make any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under any Transaction entered into under this Master Confirmation, including, without limitation, MSCO’s decision to enter into any hedging
transactions. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Master Confirmation and each Supplemental Confirmation under Rule 10b5-1. 

(c) Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Master Confirmation or the relevant
Supplemental Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, any such amendment, modification,
waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty or any officer, director,
manager or similar person of Counterparty is aware of any material non-public information regarding Counterparty or the Shares. 

  
 9 








 7. Counterparty Purchases. Counterparty (or any “affiliated purchaser” as defined in Rule 10b-18
under the Exchange Act (“Rule 10b-18”)) shall not, without the prior written consent of MSCO, directly or indirectly purchase any Shares (including by means of a derivative instrument), listed contracts on the Shares or securities
that are convertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during any Relevant Period or, if applicable, Settlement Valuation Period, except
through MSCO. However, the foregoing shall not limit Counterparty’s ability (or the ability of any “agent independent of the issuer” (as defined in Rule 10b-18)), pursuant to any plan (as defined in Rule 10b-18) of Counterparty, to
re-acquire Shares in connection with any equity transaction related to such plan or to limit Counterparty’s ability to withhold Shares to cover tax liabilities associated with such equity transactions or otherwise restrict Counterparty’s
ability to repurchase Shares under privately negotiated or off-market transactions (including, without limitation, an agreement relating to Counterparty’s 401(k) Plan or transactions with any of Counterparty’s employees, officers,
directors or affiliates), so long as any re-acquisition, withholding or repurchase does not constitute a “Rule 10b-18 purchase” (as defined in Rule 10b-18). 

8. Special Provisions for Merger Transactions. Notwithstanding anything to the contrary herein or in the Equity Definitions: 

(a) Counterparty agrees that it: 

(i) will not during the period commencing on the Trade Date through the end of the Relevant Period or, if applicable, the
Settlement Valuation Period for any Transaction make, or permit to be made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction or potential Merger Transaction (a “Public
Announcement”) unless such Public Announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares; 

(ii) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) notify MSCO
following any such Public Announcement that such Public Announcement has been made; and 
 (iii) shall promptly (but in any
event prior to the next opening of the regular trading session on the Exchange) provide MSCO with written notice specifying (i) Counterparty’s average daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar
months immediately preceding the announcement date that were not effected through MSCO or its affiliates and (ii) the number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar
months preceding the date of such Public Announcement. Such written notice shall be deemed to be a certification by Counterparty to MSCO that such information is true and correct. In addition, Counterparty shall promptly notify MSCO of the earlier
to occur of the completion of the relevant Merger Transaction and the completion of the vote by target shareholders. 
 (b) Counterparty
acknowledges that a Public Announcement may cause the terms of any Transaction to be adjusted or such Transaction to be terminated; accordingly, Counterparty acknowledges that in making any Public Announcement, it must comply with the standards set
forth in Section 6 above. 
 (c) Upon the occurrence of any Public Announcement (whether made by Counterparty or a third party), MSCO
may in its sole discretion (i) make adjustments in good faith and in a commercially reasonable manner to the terms of any Transaction, including, without limitation, the Scheduled Termination Date or the Forward Price Adjustment Amount, and/or
suspend the Calculation Period and/or any Settlement Valuation Period or (ii) treat the occurrence of such Public Announcement as an Additional Termination Event with Counterparty as the sole Affected Party and the Transactions hereunder as the
Affected Transactions and with the amount under Section 6(e) of the Agreement determined taking into account the fact that the Calculation Period or Settlement Valuation Period, as the case may be, had fewer Scheduled Trading Days than
originally anticipated. 
 “Merger Transaction” means any merger, acquisition or similar transaction involving a
recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act. 
 9. Special Provisions for Acquisition Transaction
Announcements. (a) If an Acquisition Transaction Announcement occurs on or prior to the Settlement Date for any Transaction, then the Number of Shares to be Delivered for such Transaction shall be determined as if the Divisor Amount were
equal to “The greater of (i) the Forward Price and (ii) $1.00.” If an Acquisition Transaction Announcement occurs after the Trade Date, but prior to the First Acceleration Date of any Transaction, the First Acceleration Date
shall be the date of such Acquisition Transaction Announcement. 

  
 10 








 (b) “Acquisition Transaction Announcement” means (i) the announcement of an
Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of
the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent could
reasonably be expected to result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously
announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by
the Issuer or a third party. 
 (c) “Acquisition Transaction” means (i) any Merger Event (for purposes of this
definition the definition of Merger Event shall be read with the references therein to “100%” being replaced by “15%” and to “50%” by “75%” and without reference to the clause beginning immediately following
the definition of Reverse Merger therein to the end of such definition), Tender Offer or Merger Transaction or any other transaction involving the merger of Counterparty with or into any third party, (ii) the sale or transfer of all or
substantially all of the assets of Counterparty, (iii) a recapitalization, reclassification, binding share exchange or other similar transaction, (iv) any acquisition, lease, exchange, transfer, disposition (including by way of spin-off or
distribution) of assets (including any capital stock or other ownership interests in subsidiaries) or other similar event by Counterparty or any of its subsidiaries where the aggregate consideration transferable or receivable by or to Counterparty
or its subsidiaries exceeds 15% of the market capitalization of Counterparty and (v) any transaction in which Counterparty or its board of directors has a legal obligation to make a recommendation to its shareholders in respect of such
transaction (whether pursuant to Rule 14e-2 under the Exchange Act or otherwise). 
 10. Acknowledgments. (a) The parties hereto intend for:

 (i) each Transaction to be a “securities contract” as defined in Section 741(7) of the
Bankruptcy Code, a “swap agreement” as defined in Section 101(53B) of the Bankruptcy Code and a “forward contract” as defined in Section 101(25) of the Bankruptcy Code, and the parties hereto to be entitled to the
protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 555, 556, 560 and 561 of the Bankruptcy Code; 

(ii) the Agreement to be a “master netting agreement” as defined in Section 101(38A) of the
Bankruptcy Code; 
 (iii) a party’s right to liquidate, terminate or accelerate any Transaction, net
out or offset termination values or payment amounts, and to exercise any other remedies upon the occurrence of any Event of Default or Termination Event under the Agreement with respect to the other party or any Extraordinary Event that results in
the termination or cancellation of any Transaction to constitute a “contractual right” (as defined in the Bankruptcy Code); and 

(iv) all payments for, under or in connection with each Transaction, all payments for the Shares (including,
for the avoidance of doubt, payment of the Prepayment Amount) and the transfer of such Shares to constitute “settlement payments” and “transfers” (as defined in the Bankruptcy Code). 

(b) Counterparty acknowledges that: 

(i) during the term of any Transaction, MSCO and its affiliates may buy or sell Shares or other securities or buy or sell options or futures
contracts or enter into swaps or other derivative securities in order to establish, adjust or unwind its hedge position with respect to such Transaction; 

(ii) MSCO and its affiliates may also be active in the market for the Shares and derivatives linked to the Shares other than in connection
with hedging activities in relation to any Transaction, including acting as agent or as principal and for its own account or on behalf of customers; 

(iii) MSCO shall make its own determination as to whether, when or in what manner any hedging or market activities in Counterparty’s
securities shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Forward Price and the VWAP Price; 

(iv) any market activities of MSCO and its affiliates with respect to the Shares may affect the market price and volatility of the Shares, as
well as the Forward Price and the VWAP Price, each in a manner that may be adverse to Counterparty; and 

  
 11 








 (v) each Transaction is a derivatives transaction in which it has granted MSCO an option; MSCO
may purchase shares for its own account at an average price that may be greater than, or less than, the price paid by Counterparty under the terms of the related Transaction. 

11. Credit Support Documents. The parties hereto acknowledge that no Transaction hereunder is secured by any collateral that would otherwise secure the
obligations of Counterparty herein or pursuant to the Agreement. 
 12. Set-off. (a) The parties agree to amend Section 6 of the Agreement
by adding a new Section 6(f) thereto as follows: 
 “(f) Upon the occurrence of an Event of Default or Termination Event with
respect to a party who is the Defaulting Party or the Affected Party (“X”), the other party (“Y”) will have the right (but not be obliged) without prior notice to X or any other person to set-off or apply any obligation of X owed
to Y (or any Affiliate of Y) (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation) against any obligation of Y (or any Affiliate of
Y) owed to X (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation). Y will give notice to the other party of any set-off effected
under this Section 6(f). 
 Amounts (or the relevant portion of such amounts) subject to set-off may be converted by Y into the
Termination Currency at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency. If any obligation is unascertained, Y may in good faith estimate that
obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Section 6(f) shall be effective to create a charge or other security interest. This
Section 6(f) shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).” 

(b) Notwithstanding anything to the contrary in the foregoing, MSCO agrees not to set off or net amounts due from Counterparty with respect to
any Transaction against amounts due from MSCO to Counterparty with respect to contracts or instruments that are not Equity Contracts. “Equity Contract” means any transaction or instrument that does not convey to MSCO rights, or the
ability to assert claims, that are senior to the rights and claims of common stockholders in the event of Counterparty’s bankruptcy. 
 13. Delivery
of Shares. Notwithstanding anything to the contrary herein, MSCO may, by prior notice to Counterparty, satisfy its obligation to deliver any Shares or other securities on any date due (an “Original Delivery Date”) by making
separate deliveries of Shares or such securities, as the case may be, at more than one time on or prior to such Original Delivery Date, so long as the aggregate number of Shares and other securities so delivered on or prior to such Original Delivery
Date is equal to the number required to be delivered on such Original Delivery Date. 
 14. Early Termination. In the event that an Early Termination
Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to any Transaction (except as a result of a Merger Event in which the consideration or proceeds to be paid to holders of Shares consists
solely of cash), if either party would owe any amount to the other party pursuant to Section 6(d)(ii) of the Agreement (any such amount, a “Payment Amount”), then, in lieu of any payment of such Payment Amount, Counterparty
may, no later than the Early Termination Date or the date on which such Transaction is terminated, elect to deliver or for MSCO to deliver, as the case may be, to the other party a number of Shares (or, in the case of a Merger Event, a number of
units, each comprising the number or amount of the securities or property that a hypothetical holder of one Share would receive in such Merger Event (each such unit, an “Alternative Delivery Unit” and, the securities or property
comprising such unit, “Alternative Delivery Property”)) with a value equal to the Payment Amount, as determined by the Calculation Agent (and the parties agree that, in making such determination of value, the Calculation Agent may
take into account a number of factors, including the market price of the Shares or Alternative Delivery Property on the date of early termination and, if such delivery is made by MSCO, the prices at which MSCO purchases Shares or Alternative
Delivery Property to fulfill its delivery obligations under this Section 14); provided that in determining the composition of any Alternative Delivery Unit, if the relevant Merger Event involves a choice of consideration to be received
by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash; and provided further that Counterparty may make such election only if Counterparty represents and warrants to MSCO in writing on the date
it notifies MSCO of such election that, as of such date, Counterparty is not aware of any material non-public information concerning the Shares and is making such election in good faith and not as part of a plan or scheme to evade compliance with
the federal securities laws. If such delivery is made by Counterparty, paragraphs 2 through 7 of Annex A shall apply as if such delivery were a settlement of the Transaction to which Net Share Settlement applied, the Cash Settlement Payment Date
were the Early Termination Date and the Forward Cash Settlement Amount were zero (0) minus the Payment Amount owed by Counterparty. 

  
 12 








 15. Calculations and Payment Date upon Early Termination. The parties acknowledge and agree that in
calculating Close-out Amount pursuant to Section 6 of the Agreement MSCO may (but need not) determine losses without reference to actual losses incurred but based on expected losses assuming a commercially reasonable (including without
limitation with regard to reasonable legal and regulatory guidelines) risk bid were used to determine loss to avoid awaiting the delay associated with closing out any hedge or related trading position in a commercially reasonable manner prior to or
sooner following the designation of an Early Termination Date. Notwithstanding anything to the contrary in Section 6(d)(ii) of the Agreement, all amounts calculated as being due in respect of an Early Termination Date under Section 6(e) of
the Agreement will be payable on the day that notice of the amount payable is effective; provided that if Counterparty elects to receive Shares or Alternative Delivery Property in accordance with Section 14, such Shares or Alternative
Delivery Property shall be delivered on a date selected by MSCO as promptly as practicable. 
 16. [Reserved.] 

17. Automatic Termination Provisions. Notwithstanding anything to the contrary in Section 6 of the Agreement, if a Termination Price is specified
in any Supplemental Confirmation, then an Additional Termination Event with Counterparty as the sole Affected Party and the Transaction to which such Supplemental Confirmation relates as the Affected Transaction will automatically occur without any
notice or action by MSCO or Counterparty if the price of the Shares on the Exchange at any time falls below such Termination Price, and the Exchange Business Day that the price of the Shares on the Exchange at any time falls below the Termination
Price will be the “Early Termination Date” for purposes of the Agreement. 
 18. Delivery of Cash. For the avoidance of doubt, nothing in
this Master Confirmation shall be interpreted as requiring Counterparty to deliver cash in respect of the settlement of the Transactions contemplated by this Master Confirmation following payment by Counterparty of the relevant Prepayment Amount,
except in circumstances where the required cash settlement thereof is permitted for classification of the contract as equity by ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity, as in effect on the relevant
Trade Date (including, without limitation, where Counterparty so elects to deliver cash or fails timely to elect to deliver Shares or Alternative Delivery Property in respect of the settlement of such Transactions). 

19. Claim in Bankruptcy. MSCO acknowledges and agrees that this Confirmation is not intended to convey to it rights with respect to the Transactions
that are senior to the claims of common stockholders in the event of Counterparty’s bankruptcy. 
 20. [Reserved.] 

21. Governing Law. The Agreement, this Master Confirmation, each Supplemental Confirmation and all matters arising in connection with the Agreement,
this Master Confirmation and each Supplemental Confirmation shall be governed by, and construed and enforced in accordance with, the laws of the State of New York (without reference to its choice of laws doctrine other than Title 14 of Article 5 of
the New York General Obligations Law). 
 22. Offices. 

The Office of Counterparty for each Transaction is: Fifth Third Bancorp, Fifth Third Center Cincinnati, Ohio 45263. 

The Office of MSCO for each Transaction is:MSCO Bank AG, London Branch, c/o MSCO Bank Securities Inc., 60 Wall Street, New York, NY 10005,
USA.Wells Fargo Bank, National Association 375 Park Avenue, New York, NY 10152, USA. 
 23. Waiver of Jury Trial. Each party waives, to the fullest
extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to any Transaction. Each party (i) certifies that no representative, agent or attorney of the other party has
represented, expressly or otherwise, that such other party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into any
Transaction hereunder by, among other things, the mutual waivers and certifications provided herein. 

  
 13 








 24. Submission to Jurisdiction. Section 13(b) of the Agreement is deleted in its entirety and
replaced by the following: 
 “Each party hereby irrevocably and unconditionally submits for itself and its property in any suit, legal
action or proceeding relating to this Agreement and/or any Transaction, or for recognition and enforcement of any judgment in respect thereof, (each, “Proceedings”) to the exclusive jurisdiction of the Supreme Court of the State of
New York, sitting in New York County, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof. Nothing in the Master Confirmation, any Supplemental Confirmation or this Agreement
precludes either party from bringing Proceedings in any other jurisdiction if (A) the courts of the State of New York or the United States of America for the Southern District of New York lack jurisdiction over the parties or the subject matter
of the Proceedings or declines to accept the Proceedings on the grounds of lacking such jurisdiction; (B) the Proceedings are commenced by a party for the purpose of enforcing against the other party’s property, assets or estate any
decision or judgment rendered by any court in which Proceedings may be brought as provided hereunder; (C) the Proceedings are commenced to appeal any such court’s decision or judgment to any higher court with competent appellate
jurisdiction over that court’s decisions or judgments if that higher court is located outside the State of New York or Borough of Manhattan, such as a federal court of appeals or the U.S. Supreme Court; or (D) any suit, action or
proceeding has been commenced in another jurisdiction by or against the other party or against its property, assets or estate and, in order to exercise or protect its rights, interests or remedies under this Agreement, the Master Confirmation or any
Supplemental Confirmation, the party (1) joins, files a claim, or takes any other action, in any such suit, action or proceeding, or (2) otherwise commences any Proceeding in that other jurisdiction as the result of that other suit, action
or proceeding having commenced in that other jurisdiction.” 
 25. Counterparts. This Master Confirmation may be executed in any number of
counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Master Confirmation by signing and delivering one or more counterparts. 

[Remainder of Page Intentionally Blank] 

  
 14 








 Counterparty hereby agrees (a) to check this Master Confirmation carefully and immediately
upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by MSCO) correctly sets forth the terms of the agreement between MSCO and Counterparty with
respect to any particular Transaction to which this Master Confirmation relates, by manually signing this Master Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and
immediately returning an executed copy to MSCO Bank Securities Inc., Facsimile No (212) 507-4338 
  

			
	Yours faithfully,
	
	MORGAN STANLEY & CO. LLC
		
	By:	 	  

	Name:
	Title:


  

			
	Agreed and Accepted By:
	
	FIFTH THIRD BANCORP
		
	By:	 	  

		 	Name:
		 	Title:

 [Signature Page to Master Confirmation] 







 SCHEDULE A 

SUPPLEMENTAL CONFIRMATION 
  

			
	To:	  	 Fifth Third Bancorp
 Fifth Third Center

Cincinnati, Ohio 45263

		
	From:	  	Morgan Stanley & Co. LLC
		
	Subject:	  	Accelerated Stock Buyback
		
	Date:	  	[    ]

 The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction
entered into between Morgan Stanley & Co. LLC(“MSCO”) and Fifth Third Bancorp (“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. This Supplemental
Confirmation is a binding contract between MSCOand Counterparty as of the relevant Trade Date for the Transaction referenced below. 
 1. This Supplemental
Confirmation supplements, forms part of, and is subject to the Master Confirmation dated as of July 29, 2015 (the “Master Confirmation”) between the Contracting Parties, as amended and supplemented from time to time. All
provisions contained in the Master Confirmation govern this Supplemental Confirmation except as expressly modified below. 
 2. The terms of the Transaction
to which this Supplemental Confirmation relates are as follows: 
  

			
	    Trade Date:	  	[    ]
		
	    Forward Price Adjustment Amount:	  	[    ]
		
	    Calculation Period Start Date:	  	[    ]
		
	    Scheduled Termination Date:	  	[    ]
		
	    First Acceleration Date:	  	[    ]
		
	    Prepayment Amount:	  	[    ]
		
	    Prepayment Date:	  	[    ]
		
	    Initial Shares:	  	[    ] Shares; provided that if, in connection with the Transaction, MSCO is unable to borrow or otherwise acquire a number of Shares equal to the Initial Shares for delivery to Counterparty on the Initial
Share Delivery Date, the Initial Shares delivered on the Initial Share Delivery Date shall be reduced to such number of Shares that MSCO is able to so borrow or otherwise acquire, and MSCO shall use reasonable good faith efforts to borrow or
otherwise acquire a number of Shares equal to the shortfall in the Initial Share Delivery and to deliver such additional Shares as soon as reasonably practicable. The aggregate of all Shares delivered to Counterparty in respect of the Transaction
pursuant to this paragraph shall be the “Initial Shares” for purposes of “Number of Shares to be Delivered” in the Master Confirmation.
		
	    Initial Share Delivery Date:	  	[    ]
		
	    Ordinary Dividend Amount:	  	USD [    ]
		
	    Scheduled Ex-Dividend Dates:	  	[    ]


  
  

*              CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. 


  
 A - 1 









			
		
	    Termination Price:	  	USD [    ]
		
	    Additional Relevant Days:	  	The 5th Exchange Business Days immediately following the Calculation Period.

 3. Counterparty represents and warrants to MSCO that neither it nor any “affiliated purchaser” (as defined in Rule
10b-18 under the Exchange Act) has made any purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act during either (i) the four full calendar weeks immediately preceding the Trade Date or (ii) during the
calendar week in which the Trade Date occurs. 
 4. This Supplemental Confirmation may be executed in any number of counterparts, all of which shall
constitute one and the same instrument, and any party hereto may execute this Supplemental Confirmation by signing and delivering one or more counterparts. 

[Remainder of Page Intentionally Blank] 
  

 

*              CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. 

  
 A - 2 








 Counterparty hereby agrees (a) to check this Supplemental Confirmation carefully and
immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by MSCO) correctly sets forth the terms of the agreement between MSCO and
Counterparty with respect to any particular Transaction to which this Master Confirmation relates, by manually signing this Master Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested
herein and immediately returning an executed copy to MSCO Bank Securities Inc., Facsimile No (212) 507-4338 
  

			
	Yours faithfully,
	
	MORGAN STANLEY & CO. LLC
		
	By:	 	 /s/ Michael Stern

		 	Managing Director


  

			
	Agreed and Accepted By:
	
	FIFTH THIRD BANCORP
		
	By:	 	 /s/ James C. Leonard

		 	Treasurer

 [Signature Page to Supplemental Confirmation] 







 ANNEX A 

COUNTERPARTY SETTLEMENT PROVISIONS 

1. The following Counterparty Settlement Provisions shall apply to the extent indicated under the Master Confirmation: 

 

			
	 Settlement Currency:
	  	USD
		
	 Settlement
	  	
	 Method Election:
	  	Applicable; provided that (i) Section 7.1 of the Equity Definitions is hereby amended by deleting the word “Physical” in the sixth line thereof and replacing it with the words “Net Share” and
(ii) the Electing Party may make a settlement method election only if the Electing Party represents and warrants to MSCO in writing on the date it notifies MSCO of its election that, as of such date, the Electing Party is not aware of any
material non-public information concerning Counterparty or the Shares and is electing the settlement method in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.
		
	 Electing Party:
	  	Counterparty
		
	 Settlement Method Election
	  	
	 Date:
	  	The earlier of (i) the Scheduled Termination Date and (ii) the second Exchange Business Day immediately following the Accelerated Termination Date (in which case the election under Section 7.1 of the Equity
Definitions shall be made no later than 10 minutes prior to the open of trading on the Exchange on such second Exchange Business Day), as the case may be.
		
	 Default Settlement Method:
	  	Cash Settlement
		
	 Forward Cash Settlement Amount:
	  	The Number of Shares to be Delivered multiplied by the Settlement Price.
		
	 Settlement Price:
	  	The average of the VWAP Prices for the Exchange Business Days in the Settlement Valuation Period, subject to Valuation Disruption as specified in the Master Confirmation.
		
	 Settlement Valuation
	  	
	 Period:
	  	A number of Scheduled Trading Days selected by MSCO in good faith and in a commercially reasonable manner, such number to be approximately equal to the Number of Shares to be Delivered divided by 10% of the ADTV (as defined in
Rule 10b-18, and expressed as a number of Shares) for the Shares at the time of determination, beginning on the Scheduled Trading Day immediately following the earlier of (i) the Scheduled Termination Date or (ii) the Exchange Business Day
immediately following the Termination Date.
		
	 Cash Settlement:
	  	If Cash Settlement is applicable, then Buyer shall pay to Seller the absolute value of the Forward Cash Settlement Amount on the Cash Settlement Payment Date.
		
	 Cash Settlement Payment Date:
	  	The date one Settlement Cycle following the last day of the Settlement Valuation Period.
		
	 Net Share Settlement
	  	
	 Procedures:
	  	If Net Share Settlement is applicable, Net Share Settlement shall be made in accordance with paragraphs 2 through 7 below.

 2. Net Share Settlement shall be made by delivery on the Cash Settlement Payment Date of a number of Shares
satisfying the conditions set forth in paragraph 3 below (the “Registered Settlement Shares”), or a number of Shares not satisfying such conditions (the “Unregistered Settlement Shares”), in either case with a value
equal to the absolute value of the Forward Cash Settlement Amount, with such Shares’ value based on the value thereof to MSCO (which value shall, in the case of Unregistered Settlement Shares, take into account a commercially reasonable
illiquidity discount), in each case as determined by the Calculation Agent. 







 3. Counterparty may only deliver Registered Settlement Shares pursuant to paragraph 2 above if:

 (a) a registration statement covering public resale of the Registered Settlement Shares by MSCO (the “Registration
Statement”) shall have been filed with the Securities and Exchange Commission under the Securities Act and been declared or otherwise become effective on or prior to the date of delivery, and no stop order shall be in effect with respect to
the Registration Statement; a printed prospectus relating to the Registered Settlement Shares (including any prospectus supplement thereto, the “Prospectus”) shall have been delivered to MSCO, in such quantities as MSCO shall
reasonably have requested, on or prior to the date of delivery; 
 (b) the form and content of the Registration Statement and the
Prospectus (including, without limitation, any sections describing the plan of distribution) shall be satisfactory to MSCO; 
 (c) as of or
prior to the date of delivery, MSCO shall have been afforded a reasonable opportunity to conduct a due diligence investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities and the results of such
investigation are satisfactory to MSCO, in its discretion; and 
 (d) as of the date of delivery, an agreement (the “Underwriting
Agreement”) shall have been entered into with MSCO in connection with the public resale of the Registered Settlement Shares by MSCO substantially similar to underwriting agreements customary for underwritten offerings of equity securities,
in form and substance satisfactory to MSCO, which Underwriting Agreement shall include, without limitation, provisions substantially similar to those contained in such underwriting agreements relating, without limitation, to the indemnification of,
and contribution in connection with the liability of, MSCO and its affiliates and the provision of customary opinions, accountants’ comfort letters and lawyers’ negative assurance letters. 

4. If Counterparty delivers Unregistered Settlement Shares pursuant to paragraph 2 above: 

(a) all Unregistered Settlement Shares shall be delivered to MSCO (or any affiliate of MSCO designated by MSCO) pursuant to the exemption
from the registration requirements of the Securities Act provided by Section 4(2) thereof; 
 (b) as of or prior to the date of
delivery, MSCO and any potential purchaser of any such shares from MSCO (or any affiliate of MSCO designated by MSCO) identified by MSCO shall be afforded a commercially reasonable opportunity to conduct a due diligence investigation with respect to
Counterparty customary in scope for private placements of equity securities (including, without limitation, the right to have made available to them for inspection all financial and other records, pertinent corporate documents and other information
reasonably requested by them); 
 (c) as of the date of delivery, Counterparty shall enter into an agreement (a “Private Placement
Agreement”) with MSCO (or any affiliate of MSCO designated by MSCO) in connection with the private placement of such shares by Counterparty to MSCO (or any such affiliate) and the private resale of such shares by MSCO (or any such
affiliate), substantially similar to private placement purchase agreements customary for private placements of equity securities, in form and substance commercially reasonably satisfactory to MSCO, which Private Placement Agreement shall include,
without limitation, provisions substantially similar to those contained in such private placement purchase agreements relating, without limitation, to the indemnification of, and contribution in connection with the liability of, MSCO and its
affiliates and the provision of customary opinions, accountants’ comfort letters and lawyers’ negative assurance letters, and shall provide for the payment by Counterparty of all fees and expenses in connection with such resale, including
all fees and expenses of counsel for MSCO, and shall contain representations, warranties, covenants and agreements of Counterparty reasonably necessary or advisable to establish and maintain the availability of an exemption from the registration
requirements of the Securities Act for such resales; and 
  

*              CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. 

  
 A - 5 








 (d) in connection with the private placement of such shares by Counterparty to MSCO (or any such
affiliate) and the private resale of such shares by MSCO (or any such affiliate), Counterparty shall, if so requested by MSCO, prepare, in cooperation with MSCO, a private placement memorandum in form and substance reasonably satisfactory to MSCO

 5. MSCO, itself or through an affiliate (the “Selling Agent”) or any underwriter(s), will sell all, or such lesser
portion as may be required hereunder, of the Registered Settlement Shares or Unregistered Settlement Shares and any Makewhole Shares (as defined below) (together, the “Settlement Shares”) delivered by Counterparty to MSCO pursuant
to paragraph 6 below commencing on the Cash Settlement Payment Date and continuing until the date on which the aggregate Net Proceeds (as such term is defined below) of such sales, as determined by MSCO, is equal to the absolute value of the Forward
Cash Settlement Amount (such date, the “Final Resale Date”). If the proceeds of any sale(s) made by MSCO, the Selling Agent or any underwriter(s), net of any fees and commissions (including, without limitation, underwriting or
placement fees) customary for similar transactions under the circumstances at the time of the offering, together with carrying charges and expenses incurred in connection with the offer and sale of the Shares (including, but without limitation to,
the covering of any over-allotment or short position (syndicate or otherwise)) (the “Net Proceeds”) exceed the absolute value of the Forward Cash Settlement Amount, MSCO will refund, in USD, such excess to Counterparty on the date
that is three (3) Currency Business Days following the Final Resale Date, and, if any portion of the Settlement Shares remains unsold, MSCO shall return to Counterparty on that date such unsold Shares. 

6. If the Calculation Agent determines that the Net Proceeds received from the sale of the Registered Settlement Shares or Unregistered
Settlement Shares or any Makewhole Shares, if any, pursuant to this paragraph 6 are less than the absolute value of the Forward Cash Settlement Amount (the amount in USD by which the Net Proceeds are less than the absolute value of the Forward Cash
Settlement Amount being the “Shortfall” and the date on which such determination is made, the “Deficiency Determination Date”), Counterparty shall on the Exchange Business Day next succeeding the Deficiency
Determination Date (the “Makewhole Notice Date”) deliver to MSCO, through the Selling Agent, a notice of Counterparty’s election that Counterparty shall either (i) pay an amount in cash equal to the Shortfall on the day
that is one (1) Currency Business Day after the Makewhole Notice Date, or (ii) deliver additional Shares. If Counterparty elects to deliver to MSCO additional Shares, then Counterparty shall deliver additional Shares in compliance with the
terms and conditions of paragraph 3 or paragraph 4 above, as the case may be (the “Makewhole Shares”), on the first Clearance System Business Day which is also an Exchange Business Day following the Makewhole Notice Date in such
number as the Calculation Agent reasonably believes would have a market value on that Exchange Business Day equal to the Shortfall. Such Makewhole Shares shall be sold by MSCO in accordance with the provisions above; provided that if the sum
of the Net Proceeds from the sale of the originally delivered Shares and the Net Proceeds from the sale of any Makewhole Shares is less than the absolute value of the Forward Cash Settlement Amount then Counterparty shall, at its election, either
make such cash payment or deliver to MSCO further Makewhole Shares until such Shortfall has been reduced to zero. 
 7. Notwithstanding the
foregoing, in no event shall the aggregate number of Settlement Shares and Makewhole Shares be greater than the Reserved Shares minus the amount of any Shares actually delivered by Counterparty under any other Transaction(s) under this Master
Confirmation (the result of such calculation, the “Capped Number”). Counterparty represents and warrants (which shall be deemed to be repeated on each day that a Transaction is outstanding) that the Capped Number is equal to or less
than the number of Shares determined according to the following formula: 
 A – B 

 

			
	Where:	  	A = the number of authorized but unissued shares of the Counterparty that are not reserved for future issuance on the date of the determination of the Capped Number; and
		
		  	B = the maximum number of Shares required to be delivered to third parties if Counterparty elected Net Share Settlement of all transactions in the Shares (other than Transactions in the Shares under this Master Confirmation) with
all third parties that are then currently outstanding and unexercised.

  

*              CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. 

  
 A - 6 








 “Reserved Shares” means initially, 58,907,104 Shares. The Reserved Shares may
be increased or decreased in a Supplemental Confirmation. 
  
  

 
  

*              CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. 

  
 A - 7 








 SUPPLEMENTAL CONFIRMATION 

 

			
	To:	  	 Fifth Third Bancorp
 Fifth Third Center

Cincinnati, Ohio 45263

		
	From:	  	Morgan Stanley & Co. LLC
		
	Subject:	  	Accelerated Stock Buyback
		
	Date:	  	July 29, 2015

 The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction
entered into between Morgan Stanley & Co. LLC (“MSCO”) and Fifth Third Bancorp (“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. This Supplemental
Confirmation is a binding contract between MSCO and Counterparty as of the relevant Trade Date for the Transaction referenced below. 
 1. This Supplemental
Confirmation supplements, forms part of, and is subject to the Master Confirmation dated as of July 29, 2015 (the “Master Confirmation”) between the Contracting Parties, as amended and supplemented from time to time. All
provisions contained in the Master Confirmation govern this Supplemental Confirmation except as expressly modified below. 
 2. The terms of the Transaction
to which this Supplemental Confirmation relates are as follows: 
  

			
	    Trade Date:	  	July 29, 2015
		
	    Forward Price Adjustment Amount:	  	[**]*
		
	    Calculation Period Start Date:	  	July 30, 2015
		
	    Scheduled Termination Date:	  	October 30, 2015
		
	    First Acceleration Date:	  	[**]*
		
	    Prepayment Amount:	  	USD 150,000,000
		
	    Prepayment Date:	  	August 3, 2015
		
	    Initial Shares:	  	6,039,792 Shares; provided that if, in connection with the Transaction, MSCO is unable to borrow or otherwise acquire a number of Shares equal to the Initial Shares for delivery to Counterparty on the Initial Share Delivery
Date, the Initial Shares delivered on the Initial Share Delivery Date shall be reduced to such number of Shares that MSCO is able to so borrow or otherwise acquire, and MSCO shall use reasonable good faith efforts to borrow or otherwise acquire a
number of Shares equal to the shortfall in the Initial Share Delivery and to deliver such additional Shares as soon as reasonably practicable. The aggregate of all Shares delivered to Counterparty in respect of the Transaction pursuant to this
paragraph shall be the “Initial Shares” for purposes of “Number of Shares to be Delivered” in the Master Confirmation.
		
	    Initial Share Delivery Date:	  	August 3, 2015
		
	    Ordinary Dividend Amount:	  	[**]*
		
	    Scheduled Ex-Dividend Date:	  	September 28, 2015
		
	    Termination Price:	  	[**]*
		
	    Additional Relevant Days:	  	The 5 Exchange Business Days immediately following the Calculation Period.
		
	    Reserved Shares:	  	The number of Reserved Shares set forth in Annex A to the Master Confirmation shall be increased to [**] Shares.

  

*              CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. 







 3. Counterparty represents and warrants to MSCO that neither it nor any “affiliated purchaser” (as
defined in Rule 10b-18 under the Exchange Act) has made any purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act during either (i) the four full calendar weeks immediately preceding the Trade Date or
(ii) during the calendar week in which the Trade Date occurs. 
 4. This Supplemental Confirmation may be executed in any number of counterparts, all
of which shall constitute one and the same instrument, and any party hereto may execute this Supplemental Confirmation by signing and delivering one or more counterparts. 

[Remainder of Page Intentionally Blank] 







 Counterparty hereby agrees (a) to check this Supplemental Confirmation carefully and
immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by MSCO) correctly sets forth the terms of the agreement between MSCO and
Counterparty with respect to any particular Transaction to which this Master Confirmation relates, by manually signing this Master Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested
herein and immediately returning an executed copy to MSCO Bank Securities Inc., Facsimile No (212) 507-4338 
  

			
	Yours faithfully,
	
	MORGAN STANLEY & CO. LLC
		
	By:	 	 /s/ Michael Stern

		 	Managing Director


  

			
	Agreed and Accepted By:
	
	FIFTH THIRD BANCORP
		
	By:	 	 /s/ James C. Leonard

		 	Treasurer

 [Signature Page to Supplemental Confirmation]