EX-10.74





 Exhibit 10.74 
  

	
	  
 Long-Term Incentive
Overview
  


  
 



 
 2018 Long-Term Incentive 

Compensation Program Overview 

February 2019 Grants 

Senior Executives (Bands A-B and Other Category 1 Covered Executives)

 There are three primary components of compensation at Fifth Third Bank: Base salary, Variable Compensation (VC), and Long-Term Incentive
Compensation (LTI). The following pages, the Fifth Third Bancorp 2017 Incentive Compensation Plan (“Plan”) and the applicable award agreements provide key details of the 2018 LTI program for awards granted in February 2019. Please
review this information carefully to understand how this element of your compensation will be awarded and delivered. 
 Compensation
Philosophy at Fifth Third Bank 
 Fifth Third Bank pays for performance, both on an individual and a group basis (i.e. division or region). We
structure our market-based compensation programs to target pay at the median of our peers for median performance and to provide upside and downside for performance above and below median. We expect that our highest performers will receive a
significantly larger share of cash incentive and long-term incentive awards with the lowest performers receiving little to no awards. 

Eligibility and Participation 
 Each year, we
review and update our compensation programs to ensure alignment with our business strategy, regulatory guidance, and the external market. The Human Capital and Compensation Committee approves awards based on competitive award levels and each
participant’s impact on the growth and success of Fifth Third. Awards to be granted to eligible employees in February 2019 will be delivered as follows: 
  

							
	Band	 	Performance Shares	 	  

Restricted Stock

Units

 
	 	  

Stock Appreciation

Rights

 

	 		 	 
	
Bands A-B &
	 	 45%
	 	 40%
	 	
15%

	
Other Category

	
1 Covered

	
Executives
  



  

			
	This document constitutes part of a prospectus covering securities that have been registered
under the Securities Act of 1933, as amended.	 	1















	
	  
 Long-Term Incentive
Overview
  


  

2019 Performance Share Awards 
 Performance Shares – An Overview: 
 A Performance Share is a long-term incentive compensation vehicle granted pursuant to the Plan
that gives participants the opportunity to receive a value subject to achievement of specific performance goals tied to the grant. The grant remains subject to forfeiture over a multi-year performance period with shares earned based on achievement
of the pre-determined performance metrics and goals set forth below. 
 The Performance Period for Performance Shares is three
years. For grants made in February 2019 the Performance Period will run from Jan. 1, 2019, to Dec. 31, 2021, with payout, if any, occurring in February 2022 (as also outlined in the Award Agreement). 

Performance Definitions and Goals: 
 For
Performance Shares, there are four performance criteria that are measured and assessed before any shares are earned: a core performance metric of Return on Average Common Equity (ROACE), two threshold goals of Efficiency Ratio and Return on Tangible
Common Equity (ROTCE) and the individual Risk Performance Evaluation. ROACE and the Efficiency Ratio are used to determine payout levels, and the ROTCE and Risk Performance Evaluation are used to determine whether portions of grants should be
forfeited. Each metric and how it is measured is described below: 
 Return on Average Common Equity (ROACE) 

The core performance metric for Performance Shares is Return on Average Common Equity (ROACE). Fifth Third Bancorp’s ROACE is measured against the
Bank’s peer group as follows: 
  

	 	•	 	 BB&T Corporation. 


  

	 	•	 	 Citizens Financial Group. 


  

	 	•	 	 Comerica Incorporated. 


  

	 	•	 	 Huntington Bancshares Incorporated. 



 

	 	•	 	 KeyCorp. 


  

	 	•	 	 M&T Bank Corporation. 


  

	 	•	 	 PNC Financial Services Group, Inc. 



 

	 	•	 	 Regions Financial Corporation. 


  

	 	•	 	 SunTrust Banks Inc. 


  

	 	•	 	 U.S. Bancorp. 


  

	 	•	 	 Zions Bancorporation. 



ROACE Calculation: The number of performance shares earned
is dependent upon the ROACE achieved by Fifth Third Bancorp during the Performance Period commencing Jan. 1, 2019, and ending Dec. 31, 2021, relative to the Peer Group set forth above. For this purpose, ROACE is calculated as cumulative adjusted net
income available to common shareholders divided by average adjusted Bancorp common shareholders’ equity during the Performance Period. Adjusted net income available to common shareholders shall be determined based upon reported financial
results for each of the three fiscal years during the Performance Period, adjusted for the following items: 
  

	 	•	 	 changes in tax laws, generally accepted accounting principles, or other laws or provisions affecting reported results



  

	 	•	 	 significant legal and regulatory settlements 



 

	 	•	 	 asset write-downs, write-offs, dispositions, or sales (except Worldpay investments) resulting from a change in business
strategy 


  

	 	•	 	 mark-to-market impacts on the Visa swap and
gains associated with the redemption or sale of Visa shares 


  

	 	•	 	 merger-related, restructuring, early debt extinguishment, and other-than-temporary impairment charges



  

	 	•	 	 gains or losses on securities 



To the extent possible, the HC&CC also makes similar adjustments to the reported performance of peer group members. 

  

			
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 Long-Term Incentive
Overview
  


  

Average adjusted Bancorp common shareholders’ equity shall be determined based upon reported financial results for each of the three fiscal years during the
Performance Period, adjusted to exclude accumulated other comprehensive income. 
 The tax rate applied to adjustments for purposes of calculating net income available
to common shareholders will be 21 percent over the Performance Period, but will be modified if the U.S. corporate federal tax rates change during the Performance Period in accordance with the published Internal Revenue Service U.S. Corporation
Tax Brackets & Rates. 
 At the end of the three-year Performance Period, cumulative adjusted results for Fifth Third Bancorp and the peer institutions listed
above will be stack ranked and the performance level payout based on ROACE will be determined according to the payout grid below. 
 Prior to payment, the Human
Capital and Compensation Committee of the Board of Directors will certify the results achieved and will retain the ability to reduce the payout percentage at its discretion. 

Efficiency Ratio 
 Efficiency
Ratio is cumulative adjusted non-interest expense for the Performance Period divided by cumulative adjusted revenue for such period based on reported financial results. The revenue adjustments exclude the same
items as ROACE over the Performance Period. The Efficiency Ratio Performance Goal acts as a threshold goal and is applied following the end of the Performance Period. 

The Efficiency Ratio Performance Goal works such that regardless of the percentage payout determined by the ROACE calculation, in order for the payout percentage to be
above 100 percent, the average annual Efficiency Ratio during the Performance Period must be less than 68 percent. If the Human Capital and Compensation Committee certifies that average Efficiency Ratio during the Performance Period is
higher than 68 percent, the maximum payout percentage for Performance Shares will be 100 percent. 
 Payout Grid

  

			
	  

Fifth Third Peer Institution Rank

 
	 	  

Payout Percentage
  

	1	 	150%
	2	 	150%
	3	 	150%
	4	 	140%
	5	 	120%
	6	 	100%
	7	 	100%
	8	 	80%
	9	 	60%
	10	 	0%
	11	 	0%
	12	 	0%


For example: If Fifth Third Bancorp’s three-year cumulative ROACE performance places Fifth Third as the 5th best among peer banks and the Efficiency Ratio is less
than 68 percent, the 2019 performance share award will pay out at 120 percent. In this example, if Efficiency Ratio was higher than 68 percent, payout would be capped at 100 percent. 

Performance Shares Earned 
 Following the end of
the Performance Period, the Committee shall determine the level of ROACE and Efficiency Ratio achieved during the Performance Period and will certify results as such. The actual number of Performance Shares earned, if any, will be determined by
multiplying the participant’s number of granted Performance Shares by the percentage payout result according to the ROACE payout grid reduced as appropriate by the Efficiency Ratio. 

  

			
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 Long-Term Incentive
Overview
  


  

The number of performance shares that will be earned are subject to additional performance-based vesting provisions discussed in the “Additional Information for
all Types of LTI” section. It is possible earned shares can be further reduced for failure to meet these additional provisions. 
 Except as otherwise
provided herein, participants must be employed by Fifth Third on the distribution date in order to earn any Performance Shares. 

Distribution 
 Participants shall receive a number
of shares of Fifth Third Bancorp stock equal to the number of Performance Shares earned within 70 days following the end of the Performance Period (or, if later, the date on which it has been determined the extent to which the Performance Goals have
been met). It is expected that the Committee will certify performance for Performance Shares in February 2022. The distribution of stock shall be net of any applicable taxes that Fifth Third is required to withhold. The Plan Administrator shall
reduce an appropriate portion of the Fifth Third stock otherwise distributable to a participant to satisfy the withholding liability. 
 Please note that at this time
the IRS allows employers to withhold only a statutory minimum amount of taxes. Tax withholding rates cannot be increased. 
 Dividend Equivalents – NEW! 
 Starting with the 2019
performance share grant, Fifth Third will pay dividend equivalent payments on performance shares each time a dividend is declared (typically quarterly). The amount of dividend equivalents received will be determined by multiplying a
participant’s number of unvested Performance Shares by the stated dividend amount. Dividend equivalents will be accrued in cash and will be paid out when the underlying Performance Shares are earned and distributed. 

Until distribution, any calculated dividends will be attached to the underlying Performance Share grant and viewable on the Fidelity website. When the shares are earned
and approved for distribution, all accrued cash dividends attached to the shares wlll be adjusted according to the percent payout achieved and then will be paid in cash, net of any applicable taxes, to your Fidelity brokerage account. 

Impact of Termination 
 Except as otherwise
provided below or in the Award Agreement, if the employment or service of a participant terminates for any reason other than death, disability or retirement, as defined in the Plan after the Performance Period but prior to distribution date, all
Performance Shares shall be forfeited and no payment shall be made with respect thereto. 
 Participants who terminate employment during the Performance Period due to
death or disability as defined in the Plan shall earn Performance Shares determined by: (i) multiplying the participant’s number of Performance Shares granted by the participant’s number of full months of service during the
Performance Period divided by the number of full months in the Performance Period, (ii) and then multiplying by the appropriate percentage payout set forth in the Performance Level grid above (reduced as needed by the Efficiency Ratio threshold
and any portion forfeited due to failure to meet ROTCE and Risk Performance Evaluation Goals). 
 Participants who retire, as defined in the LTI Program Overview
“Additional Information for All Types of LTI” section below, shall continue to be eligible to receive Performance Shares as set forth in Performance Shares Earned section above as if the participant remained employed through the
distribution date; provided however, that following retirement, participant’s Performance Shares shall not be subject to forfeiture based upon a Risk Performance Evaluation rating for any full calendar year in which participant did not work
through Dec. 31. 

  

			
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 Long-Term Incentive
Overview
  


  

2019 Restricted Stock Units 
 Restricted Stock Units – An Overview 
 A Restricted Stock Unit (RSU) granted pursuant to the Plan is a long-term incentive vehicle
that gives a participant a conditional right to Fifth Third Bancorp common stock following a multi-year vesting period. The units are considered “restricted” or “conditional” until they vest. 

Restricted Stock Unit Vesting (also referred to as “Distribution”) 

On the anniversary of the grant date over a three-year vesting period, one-third of the Restricted Stock Unit grant will vest. On
the vesting date (or, “distribution date”), one-third of the granted units convert to Fifth Third Bancorp common stock and shares are issued and registered in each participant’s name by the
Bancorp. These shares are delivered to the participant’s Fidelity Brokerage Account net of any applicable taxes that Fifth Third is required to withhold. The Plan Administrator shall reduce an appropriate portion of the Fifth Third stock
otherwise distributable to satisfy the withholding liability, unless an election is made on Fidelity’s website to pay the tax obligations with cash available in the participant’s Fidelity brokerage account. If the cash election is chosen,
there must be enough cash in the brokerage account to cover the entire tax obligation owed one full week before the vest date. Please the that at this time the IRS allows employers to withhold only statutory minimum amount of taxes. Tax withholding
rates cannot be increased. 
 The number of RSUs that vest each year are subject to additional performance-based vesting provisions discussed in the
“Additional Information for All Types of LTI” section. 
 Dividend Equivalents – NEW 
 Fifth Third will pay dividend equivalent payments each time a dividend is declared (typically quarterly).
The amount of dividend equivalents received will be determined by multiplying a participant’s number of unvested RSUs by the stated dividend amount. Starting with the 2019 RSU grant, dividend equivalents will be accrued in cash and will be paid
out when the underlying RSUs are earned and distributed. 
 Until distribution, any calculated dividends will be attached to the underlying RSUs and viewable on the
Fidelity website. When shares are earned, all accrued cash dividends attached to the earned shares will be paid in cash, net of applicable taxes, to your Fidelity brokerage account. 

Impact of Termination 
 Except as otherwise
provided below or in the Award Agreement, if the employment or service of a participant terminates for any reason other than death, disability or retirement, all unvested Restricted Stock Units shall be forfeited and no distribution shall be made
with respect thereto. 
 Participants who terminate employment due to death or disability as defined in the Plan shall immediately vest in all unvested Restricted
Stock Units upon death or disability. Distribution of the shares of Fifth Third Common Stock will be made following such date. 
 Participants who retire, as defined
in the “Additional Information for All Types of LTI” section, shall continue to vest in Restricted Stock Units and distribution of shares of Fifth Third Common Stock shall be made on the applicable annual vesting dates. 

  

			
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 Long-Term Incentive
Overview
  


  

2019 Stock Appreciation Rights 
 Stock Appreciation Rights - An Overview 
 A Stock Appreciation Right Award (SAR) is a long-term incentive vehicle granted pursuant to
the Plan that gives a Participant a conditional right to receive Fifth Third common stock of a value equal to any appreciation in the value of Fifth Third common stock between the Grant Date of the award and the date the Stock Appreciation Right is
exercised following vesting. 
 Stock Appreciation Rights Vesting 

Stock Appreciation Rights will vest in equal installments over the multi-year period set forth in the Award Agreement. Stock Appreciation Rights granted in February 2019
will vest in one-third increments over three years. 
 The number of SARs that vest each year are subject to additional
performance-based vesting provisions discussed in the “Additional Information for All Types of LTI” section. 
 Exercise of
Stock Appreciation Rights 
 Participants holding vested Stock Appreciation Rights may initiate an exercise at netbenefits.fidelity.com indicating the
number of Stock Appreciation Rights they would like to exercise. At exercise, stock is received at a value equal to the appreciation of the stock from the grant date to the date the rights are exercised. Stock Appreciation Rights are payable and
settled in stock net of applicable taxes at the time of exercise. 
  

									
	  
   Stock Appreciation Rights: Sample Exercise
  


  

									
		  		  		  		  	
	 The example at right shows the potential value of your Stock Appreciation Rights assuming that:

 
 •  You are granted 1,000 stock

   appreciation rights in

   February 2019.
	  	  

Assumptions:
  
	  	 	  	  

Calculation:
  
	  	 
	  		  		  	  
 Market value per

share at
 exercise date
	  	$40
	  	SARs granted	  	1,000	  	  
 Exercise price

 
	  	$30
	  
 •  The grant
price is $30 (fair
    market value on the date of your grant).

 
 •  You are 100 percent vested in

   2022 (1/3 vests every year

   over three years).
  

•  You exercise 1,000 stock

   appreciation rights when the

   stock is valued at $40 per

   share.
	  	  
 Exercise price

 
  
  
	  	$30	  	  
 Increase in value

per share
	  	$10
	  	  
 Exercise date

 
	  	5/20/2022	  	Number of SARs	  	1,000
	  	  
 Market value per

share at exercise
 date

 
	  	$40	  	 Total gain
 ($10.00x1,000)
	  	$10,000    
	  	  
 SARs exercised

 
	  	1,000	  	Taxes withheld (35%)	  	$3,500
	  	 Tax rate
  
	  	35%	  	  
 Gain net of taxes
	  	$6,500

	  	 	  	 	  	  
  

Number of shares to employee
 ($6,500/$40)
	  	162*

 *In the event of fractional shares, the participant will receive cash equivalent to the fractional share value deposited into his/her
Fidelity account. 
 The above is for illustration purposes only and not a guarantee of future stock price appreciation. 

  

			
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 Long-Term Incentive
Overview
  


  

Grant Expiration Date 
 Each unexercised Stock
Appreciation Right shall expire upon the 10th anniversary of its Grant Date set forth in the Award Agreement. 
 If an expiration date falls on a day where the NASDAQ
market is not in session (i.e.. over a weekend) the grant will expire at 4pm on the LAST trading day before the expiration date. Example: the ten year anniversary date (expiration date) falls on a Saturday; the last day to exercise the SAR would be
the last trading day before the expiration date, 4pm EST Friday. 
 NOTE: For any SAR that is at least $0.01 “in-the-money” at 4pm EST on the expiration date (i.e. FITB stock price is higher than the exercise price of the grant)”, Fidelity will initiate an automatic exercise of all shares set to
expire. This “auto-exercise” feature insures that any benefit attached to an award at expiration is realized and not lost. 

Impact of Termination 
 Except as otherwise
provided herein or in the Award Agreement, if the employment or service of a participant terminates for any reason, a participant shall have 90 days from the separation date to exercise any vested or “exercisable” Stock Appreciation Rights
held as of the separation date. 
 Except as otherwise provided herein or in the Award Agreement, if employment or service of a participant terminates for any reason
other than death, disability or retirement, all unvested Stock Appreciation Rights shall be forfeited and no payment shall be made with respect thereto. 

Participants who terminate employment due to death or disability as defined in the Plan may immediately exercise all Stock Appreciation Rights granted to participant
(whether or not vested and exercisable as of the date of death or disability) on or before the expiration date set forth in the Award Agreement. 
 Participants who
retire, as defined in the “Additional Information for All Types of LTI” section, shall continue to vest in Stock Appreciation Rights on the applicable vesting dates. Such awards shall be exercisable following the applicable vesting dates
until the expiration dates. 
 How many SARs will I receive? 

Each SAR is assigned an economic value based on the stock price at the time of grant, as well as other factors including the term of the SAR, shares available for awards
and the volatility of Fifth Third stock. For example, for awards granted in February 2018, the economic value assigned to each SAR was $11.33. For an individual receiving a long-term incentive award of $100,000, 15 percent of that award
($15,000) was delivered in SARs. The number of SARs representing that $15,000 of value was calculated in this way: $15,000 divided by $11.33 equals 1,324 SARs. 

  

			
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 Long-Term Incentive
Overview
  


  

An Overview of Performance Shares, Restricted Stock Units and Stock Appreciation Rights 

The following is an overview of the key characteristics of each award type: 
  

									
	  

Feature

 
	  	  
 Performance
Shares
  
	  	  
 Restricted
Stock Units
  
	  	  
 Stock
Appreciation Rights
  
	 	 
	Definition	  	A performance share is a long-term incentive compensation vehicle that vests over a multi-year period, and derives value based on achievement of predetermined long-term
performance objectives.	  	Restricted stock units are equivalent to shares of common stock that cannot be sold until the vesting restrictions lapse.	  	 A stock appreciation right (SAR) is not an actual share of stock but rather the right to
receive stock of a value equal to the appreciation of the stock from the grant date to the date the stock appreciation right is exercised.
  
	 	 
	  

Value
	  	  
 The value of the
performance shares will be based on the achievement of the performance goals.
	  	  
 The value of the unit
equals the stock’s market price.
	  	  
 When you exercise your
stock appreciation rights, you will receive shares equal to the difference between the value at grant and the then current fair market value.
  
	 	 
	  

Vesting
	  	  
 Vesting of performance
shares is three years. The performance period is Jan. 1, 2019-Dec. 31, 2021.
	  	  
 Vesting of your
restricted stock units may vary by grant. For this annual grant, restricted stock will vest 1/3 per year over three years on the anniversary of the grant date.
	  	  
 Vesting of your stock
appreciation rights may vary by grant. For this annual grant, stock appreciation rights will vest 1/3 per year over three years on the anniversary of the grant date.
  
	 	 
	  
 Grant
Price
	  	  
 Not applicable
	  	  
 Not applicable
	  	  
 The closing price of
the stock on the date of grant.
  
	 	 
	  
 Grant
Term
	  	  
 Not applicable
	  	  
 Not applicable
	  	  
 10 years from the date
of the grant.
  
	 	 
	  

Dividends
	  	  
 You are eligible to
receive dividend equivalents on your unvested performance shares.
	  	  
 You are eligible to
receive dividend equivalents on your unvested units.
	  	  
 You are not eligible to
receive dividends or dividend equivalents on your unexercised SARs.
  
	 	 
	  
 Voting
Rights
	  	  
 You do not have voting
rights on your performance shares.
	  	  
 You do not have voting
rights on your unvested restricted stock units.
	  	  
 You do not have voting
rights on your stock appreciation rights.
  
	 	 
	  

Taxation
	  	  
 Dividend equivalents on
unvested performance shares are subject to ordinary income tax. Taxes are reflected on your pay statements and W-2.
	  	  
 You are subject to tax
on the market value of the award on the vesting date. Dividend equivalents on unvested units are subject to ordinary income tax. Taxes are reflected on your pay statements and W-2.

 
	  	  
 You are subject to tax
on the increase in value between the grant date and the date on which you exercise your stock appreciation rights. Taxes are reflected on your pay statements and W-2.

 
	 	 
	  

Transactions
 subject to
insider trading restrictions, market conditions and the stock ownership policy
  
	  	  
 Upon vesting, you
can:
  
 •  Hold the shares.

 
 •  Sell the shares.

 
 •  Transfer the shares.
	  	  
 Upon vesting, you
can:
  
 •  Hold the shares.

 
 •  Sell the shares.

 
 •  Transfer the shares.
	  	  
 Upon vesting, you
can:
  
 •  Exercise the Stock Appreciation
Rights, prior to expiration.
  
 •  Hold or
sell any shares that are paid to you as stock.
  

•  Transfer any shares that are paid to you as stock.

 
	 	 


  

			
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 Long-Term Incentive
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Additional Information for 

All Types of LTI 
 Grant Notification and Accepting Your Award 
 Managers will communicate an award amount. Awards will be housed at Fidelity
Investments. Once an LTI award is viewable on the Fidelity website, participants will receive an internal email communication containing a link to accept the award. This email will contain instructions for navigating the Fidelity website;
www.netbenefits.fidelity.com. Awards must be accepted by following the instructions contained within that email within six weeks of the email date. 
 Performance-based Vesting Applicable to RSUs and SARs 
 Adjusted Return on Tangible
Common Equity (ROTCE) 
 ROTCE means the adjusted return on tangible common equity of Fifth Third Bancorp. Returns are calculated as
cumulative adjusted net income available to common shareholders for the three fiscal years during the Performance Period divided by average tangible common equity (TCE). TCE is calculated as the weighted average sum of reported average Bancorp
shareholder’s equity less average preferred stock, goodwill, and intangible assets, other servicing rights (excluding mortgage servicing rights) and accumulated other comprehensive income for each of the three fiscal years during the
Performance Period. 
 Adjusted net income available to common shareholders shall be determined based upon reported financial results for each of the three fiscal
years during the Performance Period, adjusted for the following items: 
  

	 	•	 	 changes in tax laws, generally accepted accounting principles, or other laws or provisions affecting reported results



  

	 	•	 	 significant legal and regulatory settlements 



 

	 	•	 	 asset write-downs, write-offs, dispositions, or sales (except Worldpay investments) resulting from a change in business
strategy 


  

	 	•	 	 mark-to-market impacts on the Visa swap and
gains associated with the redemption or sale of Visa shares 


  

	 	•	 	 merger-related, restructuring, early debt extinguishment, and other-than-temporary impairment charges



  

	 	•	 	 gains or losses on securities 



To the extent possible, the HC&CC also makes similar adjustments to the reported performance of peer group members. 

The tax rate applied to adjustments for purposes of calculating net income available to common shareholders will be 21 percent over the Performance Period, but will
be modified if the U.S. corporate federal tax rates change during the Performance Period in accordance with the published Internal Revenue Service U.S. Corporation Tax Brackets & Rates. 

ROTCE (determined in the same manner for all award types) for Fifth Third Bancorp for the fiscal year ending immediately prior to the anniversary date of the grant must
meet or exceed 2 percent. If the ROTCE threshold is not met in any one of the three years during the vesting period (2020, 2021, 2022), one-third of the Performance Share grant will be forfeited and one-third of the RSU and the SAR grants may be forfeited at the Human Capital and Compensation Committee’s (the Committee) discretion. In addition, the Committee has discretion to forfeit up to 100 percent
of all unvested grants of any type. 

  

			
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 Long-Term Incentive
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Individual Annual Risk Performance Evaluation 

The vesting of LTI is also subject to an individual risk management performance vesting condition. A participant’s individual Annual Risk Performance
Evaluation is completed by the chief risk officer of Fifth Third Bancorp. For any fiscal year ending during the vesting period for which a Participant receives a rating less than “Achieves” on the annual Risk Performance Evaluation, the
Committee has the discretion on an individual case-by-case basis to forfeit up to 100 percent of the Performance Shares, and unvested RSUs and SARs. In making its
decision, the Committee will take into consideration the magnitude of the event and the accountability level of the participant. 

Designation of a Beneficiary 

Beneficiaries must be designated in two separate places: 
 At Fifth Third Bank: 
 You may designate a person or persons to receive any rights to which you would be entitled under the plan
in the event of your death. These rights will apply to your unvested/unexercised LTI grants only. If you fail to designate a beneficiary, then your estate shall be deemed to be the beneficiary. To designate a beneficiary, go to HR Direct Online
> Benefits > Enrollment > Anytime Events and click on the Long-Term Incentive Compensation Beneficiary link. 
 At Fidelity:

 You also are able to designate a beneficiary at Fidelity for awards that have been distributed to your Fidelity brokerage account. This
allows a person or persons to receive all of the proceeds of your Fidelity brokerage account, including vested Fifth Third shares, in the event of your death. If a Participant chooses not to designate a beneficiary, the estate shall be deemed to be
the beneficiary even if you have designated a beneficiary for your unvested LTI awards through HR Direct. To designate a beneficiary at Fidelity, visit Fidelity.com > Customer Service > Update Your Profile > Beneficiaries.
Then, complete the steps that follow. 
 Non-transferability 

LTI awards may not be assigned, transferred or pledged in any manner, and may be exercised only by a Participant during his or her lifetime. In the event of a
participant’s death, the beneficiary (or, if none, the estate) shall have the right to exercise any stock appreciation rights or sell any restricted stock held by the participant at death in accordance with Plan terms. 

Retirement 
 Retirement means termination of
employment as a Fifth Third employee by a participant who is at least 55 years of age, who also has completed five or more years of consecutive service, and for whom the combination of age and years of service is greater than or equal to 65. 

NOTE: For the purposes of Stock Appreciation Rights; anyone meeting age 50 with five or more years of consecutive service, and for whom the combination of age and years
of service is greater than or equal to 60, will be able to retain their VESTED stock appreciation rights for the full remaining term of the grant. 
 Impact of Awards on Other Terms and Conditions of Employment 
 The granting of an award is at the sole discretion of Fifth
Third. Fifth Third is not obligated to make any award or permit any award to be made in the future. Nothing in these awards constitutes an obligation or guarantee with respect to the value of any award. 

By accepting a grant agreement, you will be accepting and entering into the Confidential Information and Non-Solicitation
Agreement attached to your grant agreement. Please be sure to read and understand this agreement prior to accepting your award. 
 Finding
the Plans 
 A general description of the tax effect of this award is included in the prospectus for Fifth Third’s equity compensation plans. You can
locate the 2017 Incentive Compensation Plan and the 2017 Incentive Compensation Plan Prospectus by logging on to your Fidelity account at www.netbenefits.fidelity.com. They also can be found in the initial email communication for grant acceptance
and on our internal HR Info Center (HR Direct > HR Info Center > Document Library > Benefits under “Wealth Accumulation/Retirement”). 

  

			
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 Long-Term Incentive
Overview
  


  

Stock Ownership Guidelines 
 Stock ownership
guidelines vary by salary band. 
  

			
	 	  	Stock Ownership Guideline
	Executive Band      	  	 
	 	  	 Multiple of Base
Salary
  

	  

A    
  
	  	6x
	  

B1    
  
	  	3x
	  

B2    
  
	  	2x
	  

Section 16 C    

 
	  	2x

 Executives not designated as Section 16 officers are required to retain 50 percent of the net after tax shares received from
any exercise or any vest until the ownership guidelines are met. Executives designated as Section 16 officers are required to retain 100 percent of net after tax shares received from any exercise or any vest until the ownership guidelines
are met. 
 Please note that all shares obtained from awards made under any one of Fifth Third’s Incentive Compensation Plans apply to this requirement,
regardless of when an individual became an executive or a Section 16 officer. 
 Ownership will include shares owned individually and by immediate family members,
restricted stock not yet vested, and shares purchased through the employee stock purchase plan. 
 Executives have up to five years to achieve the share ownership
requirements highlighted above. 
 Section 16 executive officers are prohibited from engaging in speculative trading or hedging strategies with respect to Fifth
Third Bancorp securities. Any hedged shares for non-Section 16 Officers are excluded from the calculation of ownership levels when analyzing progress towards meeting the stock ownership guidelines. 

 
 Note: All executive compensation plans, including the Long-Term Incentive Compensation Plan,
are automatically amended as necessary to comply with requirements and/or limitations under Company policy, any laws, rules, regulations, or regulatory agreements up to and including revocation of the award. 

-The 2017 shareholder-approved Incentive Compensation Plan governs all awards. This material is an overview for reference. 

  

			
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