EX-10.42



 Exhibit 10.42 
  

			
	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.
	  	




	  
	  
	  

  

	
	Opening Transaction

 SUPPLEMENTAL CONFIRMATION 
  

			
	To:	  	 Fifth Third Bancorp
 Fifth Third Center

Cincinnati, Ohio 45263

		
	From:	  	Wells Fargo Bank, National Association
		
	Subject:	  	Accelerated Stock Buyback
		
	Date:	  	December 9, 2015

 The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered
into between Wells Fargo Bank, National Association (“Wells Fargo”) and Fifth Third Bancorp (“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. This
Supplemental Confirmation is a binding contract between Wells Fargo 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 January 22, 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:	    	December 9, 2015
		
	Forward Price Adjustment Amount:	    	[**]*
		
	Calculation Period Start Date:	    	December 10, 2015
		
	Scheduled Termination Date:	    	March 10, 2016
		
	First Acceleration Date:	    	[**]*
		
	Prepayment Amount:	    	USD 215,000,000
		
	Prepayment Date:	    	December 14, 2015
		
	Initial Shares:	    	9,248,482 Shares; provided that if, in connection with the Transaction, Wells Fargo 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 Wells Fargo is able to so borrow or otherwise acquire, and Wells Fargo 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:	    	December 14, 2015
		
	Ordinary Dividend Amount:	    	[**]*
		
	Scheduled Ex-Dividend Dates:	    	December 29, 2015

 *    CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE 

SECURITIES AND EXCHANGE COMMISSION. 








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

 3. Counterparty represents and warrants to Wells Fargo 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. 








 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 Wells Fargo) correctly sets forth the terms of the agreement between Wells Fargo 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 CorporateDerivativeNotifications@wellsfargo.com.. 
  

	
	Yours faithfully,
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION
	
	By:  /s/ Cathleen Burke
	Title:  Managing Director


  

	
	Agreed and Accepted By:
	
	FIFTH THIRD BANCORP
	
	By:  /s/ Brennen Willingham
	Title:  Vice President

 [Signature Page to Supplemental Confirmation]