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.

Opening Transaction 
 SUPPLEMENTAL
CONFIRMATION 
  

			
	To:	  	 Fifth Third Bancorp
 Fifth Third Center

Cincinnati, Ohio 45263

		
	From:	  	Morgan Stanley & Co. LLC
		
	Subject:	  	Accelerated Stock Buyback
		
	Date:	  	March 1, 2016

 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:	  	March 1, 2016
		
	    Forward Price Adjustment Amount:	  	[**]*
		
	    Calculation Period Start Date:	  	March 2, 2016
		
	    Scheduled Termination Date:	  	June 2, 2016
		
	    First Acceleration Date:	  	[**]*
		
	    Prepayment Amount:	  	USD 240,000,000
		
	    Prepayment Date:	  	March 4, 2016
		
	    Initial Shares:	  	12,623,762 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:	  	March 4, 2016
		
	    Ordinary Dividend Amount:	  	[**]*
		
	    Scheduled Ex-Dividend Dates:	  	March 29, 2016
		
	    Termination Price:	  	[**]*
		
	    Additional Relevant Days:	  	The 5th Exchange Business Days immediately following the Calculation Period.

  

*              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/ Scott McDavid
	 Title:
	 	 Managing Director




 

			
	 Agreed and Accepted By:

	
	 FIFTH THIRD BANCORP

		
	 By:
	 	/s/ James C. Leonard
	 Title:
	 	 Treasurer


 [Signature Page to Supplemental Confirmation]