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.

 SUPPLEMENTAL CONFIRMATION 
  

			
	To:	 	 Fifth Third Bancorp
 Fifth Third Center

Cincinnati, Ohio 45263

		
	From:	 	Goldman Sachs & Co. LLC
		
	Subject:	 	Accelerated Stock Buyback
		
	Ref. No.:	 	
		
	Date:	 	August 15, 2017

 The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered
into between Goldman Sachs & Co. LLC (“GS&Co.”), and Fifth Third Bancorp (“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. This Supplemental
Confirmation is a binding contract between Dealer 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 April 23, 2012 (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:
	  	 August 15, 2017

			
		 	
Forward Price Adjustment Amount:        
	  	 [**]*

			
		 	 Calculation Period Start Date:
	  	 August 15, 2017

			
		 	 Scheduled Termination Date:
	  	 December 14, 2017

			
		 	 First Acceleration Date:
	  	 [**]*

			
		 	 Prepayment Amount:
	  	 USD 990,000,000.00

			
		 	 Prepayment Date:
	  	 August 17, 2017

			
		 	 Initial Shares:
	  	 31,540,480

			
		 	 Initial Share Delivery Date:
	  	 August 17, 2017

			
		 	 Ordinary Dividend Amount:
	  	 [**]*

			
		 	 Scheduled Ex-Dividend Date:
	  	 September 28, 2017

			
		 	 Termination Price:
	  	 [**]*

			
		 	 Additional Relevant Days:
	  	 The 5 Exchange Business Days immediately following the Calculation Period.

		 	 Reserved Shares:
	  	 74,212,894


 3. Counterparty represents and warrants to GS&Co. 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 GS&Co.) correctly sets forth the terms of the agreement between
GS&Co. 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 GS&Co., Facsimile No. 
  

			
	Yours faithfully,
	
	Goldman Sachs & Co. LLC
		
	By:	 	/s/ MICHAEL VORIS
		 	Name: Michael Voris
		 	Title: Managing Director


 Agreed and Accepted By: 
  

			
	FIFTH THIRD BANCORP
		
	By:	 	/s/ JAMES C. LEONARD
		 	Name: James C. Leonard
		 	Title: Treasurer


  
 [Signature Page to
FITB ASR Supplemental Confirmation]