EX-4.1



 Exhibit 4.1 

FIFTH THIRD BANCORP 
 TO

 WILMINGTON TRUST COMPANY, 

Trustee 
 Seventh
Supplemental Indenture 
 Dated as of June 5, 2018 

SENIOR DEBT SECURITIES 







 TABLE OF CONTENTS 

 

			
	ARTICLE 1 SCOPE OF SEVENTH SUPPLEMENTAL INDENTURE	  	2
	Section 1.1 Scope	  	2
		
	ARTICLE 2 DEFINITIONS	  	2
	Section 2.1 Definitions and Other Provisions of General Application	  	2
	Section 2.2 Other Definitions	  	5
		
	ARTICLE 3 FORM AND TERMS OF THE NOTES	  	5
	Section 3.1 Form and Dating	  	5
	Section 3.2 Terms of the Floating Rate Notes	  	6
		
	ARTICLE 4 SUPPLEMENTAL INDENTURES	  	10
	Section 4.1 Supplemental Indentures	  	10
		
	ARTICLE 5 MISCELLANEOUS	  	11
	Section 5.1 Trust Indenture Act of 1939	  	11
	Section 5.2 Governing Law	  	11
	Section 5.3 Duplicate Originals	  	11
	Section 5.4 Legal Holidays	  	11
	Section 5.5 Separability	  	11
	Section 5.6 Ratification	  	11
	Section 5.7 Effectiveness	  	11
	Section 5.8 Successors	  	11
	Section 5.9 Trustee’s Disclaimer	  	11
		
	EXHIBIT A	  	A-1


  
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 SEVENTH SUPPLEMENTAL INDENTURE 

SEVENTH SUPPLEMENTAL INDENTURE (this “Seventh Supplemental Indenture”), dated as of June 5, 2018 between FIFTH THIRD
BANCORP, a corporation duly organized and existing under the laws of the State of Ohio (the “Company”), having its principal office at Fifth Third Center, 38 Fountain Square Plaza, Cincinnati, Ohio and Wilmington Trust Company, a
trust company duly organized and existing under the laws of the State of Delaware, as trustee (the “Trustee”). 

RECITALS OF THE COMPANY 

WHEREAS, the Company and the Trustee executed and delivered an Indenture, dated as of April 30, 2008 (the “Base
Indenture” and as supplemented by this Seventh Supplemental Indenture, the “Indenture”), to provide for the issuance by the Company from time to time of its unsecured debentures, notes or other evidences of indebtedness
(the “Securities”); 
 WHEREAS, Sections 201, 301 and 901 of the Base Indenture provide that the Company, when
authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Indenture, without the consent of any Holders, to, among other things, establish the terms of Securities
of any series as permitted by the Indenture; 
 WHEREAS, the issuance and sale of $250,000,000 aggregate principal amount of a new
series of the Securities of the Company designated as its Floating Rate Senior Notes due 2021 (the “Floating Rate Notes” or the “Notes”) have been authorized by resolutions adopted by the board of directors of the
Company; 
 WHEREAS, the Company desires to issue and sell $250,000,000 aggregate principal amount of the Floating Rate Notes as of
the date hereof; 
 WHEREAS, the Company desires to establish the terms of the Floating Rate Notes; 

WHEREAS, all things necessary to make this Seventh Supplemental Indenture a legal and binding supplement to the Base Indenture in
accordance with its terms and the terms of the Base Indenture have been done; 
 WHEREAS, the Company has complied with all
conditions precedent provided for in the Base Indenture relating to this Seventh Supplemental Indenture; and 
 WHEREAS, the Company
has requested that the Trustee execute and deliver this Seventh Supplemental Indenture. 
 NOW, THEREFORE: 

For and in consideration of the premises stated herein and the purchase of the Notes by the Holders thereof, the Company and the Trustee
covenant and agree, for the equal and proportionate benefit of the Holders of the Notes, as follows: 







 ARTICLE 1 

Scope of Seventh Supplemental Indenture 

Section 1.1 Scope. This Seventh Supplemental Indenture constitutes a supplement to the Base Indenture
and an integral part of the Indenture and shall be read together with the Base Indenture as though all the provisions thereof are contained in one instrument. Except as expressly amended by the Seventh Supplemental Indenture, the terms and
provisions of the Base Indenture shall remain in full force and effect. Notwithstanding the foregoing, this Seventh Supplemental Indenture shall only apply to the Notes. 

ARTICLE 2 
 Definitions

 Section 2.1 Definitions and Other Provisions of General Application. For all purposes
of this Seventh Supplemental Indenture unless otherwise specified herein: 
  

	 	(a)	all terms used in this Seventh Supplemental Indenture which are not otherwise defined herein shall have the meanings they are given in the Base Indenture; 


 

	 	(b)	the provisions of general application stated in Sections 102 through 112 of the Base Indenture shall apply to this Seventh Supplemental Indenture, except that the words “herein,”
“hereof,” “hereto” and “hereunder” and other words of similar import refer to this Seventh Supplemental Indenture as a whole and not to the Base Indenture or any particular Article, Section or other
subdivision of the Base Indenture or this Seventh Supplemental Indenture; 

  

	 	(c)	Section 101 of the Base Indenture is amended and supplemented, solely with respect to the Notes, by inserting the following additional defined terms in their appropriate alphabetical positions: 


“Issue Date” means June 5, 2018. 
  

	 	(d)	Section 101 of the Base Indenture is amended and supplemented, solely with respect to the Notes, by replacing the corresponding defined term in the Base Indenture with the following defined term: 


“Applicable Procedures” means, with respect to any transfer, transaction or other action involving a Global Note or any
beneficial interest therein, the rules and procedures of the Depositary for such Note, in each case to the extent applicable to such transfer, transaction or other action as in effect from time to time. 

“Business Day” means any day that is not (1) a Saturday or Sunday, and that is not a day on which banking institutions in
the City of New York are authorized or obligated by law, regulation or executive order to close or (2) a London Business Day. 

  
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 “Business Day Convention” means if any Interest Payment Date (other than
the Stated Maturity of the Notes or a redemption date, as applicable) is not a Business Day, then such Interest Payment Date will be postponed to the next succeeding Business Day, unless that Business Day is in the next succeeding calendar month, in
which case the Interest Payment Date will be the immediately preceding Business Day. If the Stated Maturity of the Notes or a redemption date, as applicable, is not a Business Day, the payment of principal and interest at the Stated Maturity of the
Notes or redemption date, as applicable, will not be made until the next succeeding Business Day with the same force and effect as if made on the Stated Maturity or redemption date, as applicable, and no further interest will be paid in respect of
the delay in such payment. 
 “Calculation Agent” means the Trustee, or its successor appointed by the Company, acting as
calculation agent. 
 “Corporate Trust Office” for administration of this Indenture means the corporate trust office of the
Trustee located at Rodney Square North, 1100 N. Market Street, Wilmington, DE 19890-0001, Attention: Fifth Third Bancorp Administrator, or such other office, designated by the Trustee by written notice to the Company, at which at any particular time
its corporate trust business shall be administered. 
 “Designated LIBOR Page” means the display on Bloomberg Page BBAM1 (or
any successor or substitute page of such service, or any successor to such service selected by the Company), for the purpose of displaying the London interbank rates for U.S. dollars. 

“Interest Determination Date” means with respect to an Interest Reset Date, the second London Business Day preceding such
Interest Reset Date. 
 “Interest Reset Date” means for each Interest Reset Period, other than the first Interest Reset
Period, the first day of such Interest Reset Period. 
 “Interest Reset Period” means each period from and including an
Interest Payment Date (or, in the case of the first such period, the issue date of the Floating Rate Notes) to but excluding the next succeeding Interest Payment Date. 

“London Business Day” means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank
market. 
 “three-month LIBOR” means for any Interest Reset Period, the London interbank offered rate per annum determined
by the Calculation Agent on the related Interest Determination Date, in accordance with the following provisions: 
  

	 	(i)	three-month LIBOR will be the rate for deposits in U.S. dollars having a maturity of three months which appears on the Designated LIBOR Page (or such other page as may replace the Designated LIBOR Page on that service
for the purpose of displaying London interbank offered rates) as of 11:00 a.m., London time, on the related Interest Determination Date. 


  
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	 	(ii)	If, on any such Interest Determination Date, no rate appears on the Designated LIBOR Page, except as provided in clause (iii) below, the Calculation Agent will request the principal London offices of four major
reference banks (which may include any underwriters, agents or their affiliates) in the London interbank market selected by the Company for this purpose and whose names and contact information will be provided by the Company to the Calculation Agent
to provide their respective offered quotation for deposits in U.S. dollars having a maturity of three months commencing on the second London Business Day immediately following such Interest Determination Date to prime banks in the London interbank
market at approximately 11:00 a.m., London time, on such Interest Determination Date and in a principal amount that is at least U.S. $1,000,000 as determined by the Company and provided to the Calculation Agent. If at least two such quotations are
provided, three-month LIBOR in respect of such Interest Determination Date will be the arithmetic mean of such quotations. If fewer than two quotations are provided, three-month LIBOR in respect of such Interest Determination Date will be the
arithmetic mean of the rates quoted at approximately 11:00 a.m., in New York City, on that Interest Determination Date for loans made in U.S. dollars to leading European banks having a maturity of three months commencing on the second London
Business Day immediately following such Interest Determination Date and in a principal amount that is representative for a single transaction in U.S. dollars in New York City at such time by three major reference banks (which may include any
underwriters, agents or their affiliates) in New York City. If fewer than three major reference banks in New York City so selected by the Company for this purpose and whose names and contact information will be provided by the Company to the
Calculation Agent are quoting such rates as mentioned in the preceding sentence, three-month LIBOR with respect to such Interest Determination Date will be the same as three-month LIBOR in effect for the immediately preceding Interest Reset Period
(or, if there was no preceding Interest Reset Period, the rate of interest will be the initial interest rate). Upon determination by the Calculation Agent of the three-month LIBOR in accordance with this clause (ii), the Calculation Agent will
provide the three-month LIBOR rate to the Company in writing along with the Interest Reset Period for the three-month LIBOR rate that is effective. 

  

	 	(iii)	 Notwithstanding clause (ii) above, if the Company or the Calculation Agent determines that three-month LIBOR
has been permanently discontinued, the Company will determine whether to calculate the relevant interest rate using a substitute for three-month LIBOR (the “Alternative Rate”), which shall be the alternative reference rate selected by the
central bank, reserve bank, monetary authority or any similar 



  
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institution (including any committee or working group thereof) that is consistent with accepted market practice. As part of such substitution, the Company will make such adjustments
(“Adjustments”) to the Alternative Rate or the spread thereon, as well as the business day convention, interest determination dates and related provisions and definitions, in each case that are consistent with accepted market practice for
the use of such Alternative Rate for debt obligations such as the Notes. The Company shall provide such Alternative Rate to the Calculation Agent in writing, provided that if the Calculation Agent determines there is an industry-accepted substitute
or successor base rate, the Calculation Agent will use that substitute or successor base rate as directed by the Company in writing. If a substitute or successor base rate has been determined in accordance with the foregoing, the Company in its sole
discretion may determine what business day convention to use, the definition of “business day”, the dividend determination date to be used and any other relevant methodology for calculating such substitute or successor base rate, including
any adjustment factor needed to make such substitute or successor base rate comparable to the LIBOR base rate, in a manner that is consistent with industry-accepted practices for such substitute or successor base rate. If, however, the Calculation
Agent determines that three-month LIBOR has been discontinued, but for any reason an Alternative Rate has not been determined, three-month LIBOR will be equal to such rate on the Interest Determination Date when three-month LIBOR was last available
on the Designated LIBOR Page, as determined by the Calculation Agent. 

  

	 	(iv)	Unless otherwise specified, all percentages resulting from any calculation of the interest rate will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545) will be rounded upward to 9.87655% (or .0987655)), and all U.S. dollar amounts used in or resulting from such calculation will be
rounded to the nearest U.S. dollar (with one-half such dollar being rounded upward). 


Section 2.2 Other Definitions. Each of the following terms is defined in the section set forth opposite such term: 

 

							
	 	 	 TERM
	  	 SECTION
	  	 
		 	“Dodd-Frank Act”	  	Section 3.2(q)	  	
				
		 	“SIPA”	  	Section 3.2(q)	  	

 ARTICLE 3 

Form and Terms of the Notes 

Section 3.1 Form and Dating. 

  
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	 	(a)	The Floating Rate Notes shall be substantially in the form of Exhibit A attached hereto. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its
President or one of its Vice Presidents, attested by its Secretary or one of its Assistant Secretaries. The Notes may have a legend or legends or endorsements as may be required to comply with any law or with any rules of any securities exchange or
usage. The Notes shall be dated the date of their authentication. 

  

	 	(b)	The terms contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture as supplemented by this Seventh Supplemental Indenture and the Company and the Trustee, by their execution and
delivery of this Seventh Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. 


Section 3.2 Terms of the Floating Rate Notes. The following terms relating to the Floating Rate Notes are hereby established: 

 

	 	(a)	Title. The Floating Rate Notes shall constitute a series of Securities having the title “Fifth Third Bancorp Floating Rate Senior Notes due 2021” and the CUSIP number 316773CW8. 


 

	 	(b)	Principal Amount. The aggregate principal amount of the Floating Rate Notes that may be authenticated and delivered under the Indenture, as amended hereby, shall be $250,000,000 on the Issue Date. Provided that
no Event of Default has occurred and is continuing with respect to the Floating Rate Notes, the Company may, without notice to or the consent of the Holders, create and issue additional Securities having the same terms as (except as described
below), and ranking equally and ratably with, the Floating Rate Notes in all respects and so that such additional Securities will be consolidated and form a single series with, and have the same terms as to status, redemption or otherwise as, the
Floating Rate Notes initially issued, except for the issue date, the issue price and the initial Interest Payment Date, provided that if such additional Securities are not fungible with the Floating Rate Notes for U.S. federal income tax purposes,
such additional Securities will be issued with a separate CUSIP number. 

  

	 	(c)	Person to Whom Interest is Payable. Interest payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Floating Rate Notes are registered at the
close of business on the Regular Record Date for such interest, which shall be the fifteenth (15th) calendar day (whether or not a Business Day) next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name the Floating Rate Note is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Floating Rate Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Floating Rate Notes may be listed and upon such notice as may be required by such exchange, as provided for in the Base Indenture.



  
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	 	(d)	Maturity Date. The entire outstanding principal of the Floating Rate Notes shall be payable on June 4, 2021. 

  

	 	(e)	Interest. The rate at which the Floating Rate Notes shall bear interest shall be three-month LIBOR plus forty seven basis points (.47%) (the “Floating Rate”). In no event shall the Floating Rate Notes
bear interest at a rate less than zero percent (0.0%) per annum. 

  

	 	(f)	Place of Payment of Principal and Interest. Payment of the principal of (and premium, if any) and interest on the Floating Rate Notes will be made at the office or agency of the Company maintained for that
purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed
to the address of the Person entitled thereto as such address shall appear in the Security Register. The Company shall make, or cause the Paying Agent to make, all payments of principal and interest on Floating Rate Notes in immediately available
funds to the Depositary or its nominee, in accordance with Applicable Procedures. 

  

	 	(g)	Redemption. 

  

	 	(i)	At any time and from time to time on or after the date that is 30 days prior to June 4, 2021, the Company may redeem the Floating Rate Notes, in whole or in part, at a redemption price equal to 100% of principal
amount plus accrued and unpaid interest to the redemption date. 

  

	 	(ii)	 If the Company elects to redeem the Floating Rate Notes (in whole or in part), it must (A) notify the
Trustee of the intended redemption date and provide a draft notice with respect to the potential redemption at least 5 Business Days prior to the date on which it intends to provide notice, or if requested, have the Trustee provide notice, of such
redemption to Holders (unless a shorter period is satisfactory to the Trustee) and (B) deliver to the Trustee the final notice to be sent to Holders and an Officers’ Certificate with respect to the Company’s election to redeem the
Floating Rate Notes (in whole or in part) on the date on which the Company provides notice. If fewer than all of the Floating Rate Notes are being redeemed, the Trustee will select the Floating Rate Notes to be redeemed by lot or pro rata or by any
other method the Trustee in its sole discretion deems fair and appropriate, and in the case of any Global Security, in accordance with the Applicable Procedures, in minimum denominations of $2,000 or any integral multiples of $1,000 in excess
thereof. The Trustee will notify the Company promptly of the Floating Rate Notes or portions of Floating Rate Notes to be called for redemption. 



  
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Notice of redemption must be sent by the Company or at the Company’s request, by the Trustee by first class mail or, with respect to any Global Securities, the Applicable Procedures, in the
name and at the expense of the Company, to Holders whose Floating Rate Notes are to be redeemed at least 10 days but not more than 60 days before the redemption date. 


 

	 	(iii)	The notice of redemption will identify the Floating Rate Notes to be redeemed and will include or state the following: 

  

	 	a.	the redemption date; 

  

	 	b.	the redemption price, including the portion thereof representing any accrued interest; 

  

	 	c.	the place or places where Floating Rate Notes are to be surrendered for redemption; 

  

	 	d.	Floating Rate Notes called for redemption must be so surrendered in order to collect the redemption price; 

  

	 	e.	on the redemption date the redemption price will become due and payable on Floating Rate Notes called for redemption, and interest on Floating Rate Notes called for redemption will cease to accrue on and after the
redemption date; 

  

	 	f.	if any Floating Rate Note is redeemed in part, on and after the redemption date, upon surrender of such Floating Rate Note, new Floating Rate Notes equal in principal amount to the unredeemed portion will be issued; and


  

	 	g.	if any Floating Rate Note contains a CUSIP, ISIN or CINS number, no representation is being made as to the correctness of the CUSIP, ISIN or CINS number either as printed on the Floating Rate Notes or as contained in
the notice of redemption and that the Holder should rely only on the other identification numbers printed on the Floating Rate Notes. 

  

	 	(iv)	Once notice of redemption is sent to the Holders, Floating Rate Notes called for redemption become due and payable at the redemption price on the redemption date, and upon surrender of the Floating Rate Notes called for
redemption, the Company shall redeem such Floating Rate Notes at the redemption price. Unless the Company defaults in the payment of the redemption price, commencing on the redemption date Floating Rate Notes redeemed will cease to accrue interest.
Upon surrender of any Floating Rate Note redeemed in part, the Holder will receive a new Floating Rate Note equal in principal amount to the unredeemed portion of the surrendered Floating Rate Note. The principal amount after redemption in part
shall be minimum denominations of $2,000 or any integral multiple of $1,000 in excess thereof. 


  
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	 	(h)	Sinking Fund. There shall be no sinking fund for the Floating Rate Notes. 

  

	 	(i)	Denomination. The Floating Rate Notes and any beneficial interest in the Floating Rate Notes shall be in minimum denominations of $2,000 or any integral multiples of $1,000 in excess thereof. 


 

	 	(j)	Index. Payment of interest on the Floating Rate Notes will be determined with reference to three-month LIBOR. 

  

	 	(k)	Currency of the Floating Rate Notes. The Floating Rate Notes shall be denominated, and payment of principal and interest of the Floating Rate Notes shall be payable in, the currency of the United States of
America. 

  

	 	(l)	Currency of Payment. The principal of and interest on the Floating Rate Notes shall be payable in the currency of the United States of America. 


 

	 	(m)	Acceleration. 100% of the principal amount of the Floating Rate Notes shall be payable upon acceleration (whether automatic or by declaration) of the maturity thereof. 


 

	 	(n)	[Reserved.] 

  

	 	(o)	Defeasance. Article 13 of the Base Indenture shall apply to the Floating Rate Notes. 

  

	 	(p)	Registered Form. The Floating Rate Notes shall be issuable as registered Global Securities, and the depositary for the Floating Rate Notes shall be the Depository Trust Company in The City of New York
(“DTC”) or any successor depositary appointed by the Company within 90 days of the termination of services of DTC (or any successor to DTC). Sections 204 and 305 of the Base Indenture shall apply to the Floating Rate Notes.


  

	 	(q)	Events of Default. The Events of Default provided for in Section 501 of the Base Indenture shall apply to the Floating Rate Notes, provided that the text of clauses (6) and (7) of Section 501 shall
be substituted with the following: 

 “(6) (A) the entry by a court having jurisdiction in the premises of (i) a
decree or order for relief in respect of the Company or any Principal Subsidiary Bank in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law, (ii) a decree or order
adjudging the Company or any Principal Subsidiary Bank bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any Principal Subsidiary Bank
under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar 

  
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official of the Company or any Principal Subsidiary Bank or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and, in the case of each of (A)(i)
and (ii), the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days, (B) the appointment of the Federal Deposit Insurance Corporation as receiver or
conservator of any Principal Subsidiary Bank or any substantial part of the property of the Company or any Principal Subsidiary Bank pursuant to the Federal Deposit Insurance Act, as amended, or (C) the appointment of the Federal Deposit
Insurance Corporation, the Securities Investment Protection Corporation, other Federal or State agency or other person as receiver or trustee of the Company or any Principal Subsidiary Bank or of any substantial part of the property of the Company
or any Principal Subsidiary Bank pursuant to Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as may be amended from time to time (the “Dodd-Frank Act”) or the Securities Investor Protection Act, as
amended (“SIPA”); or 
 (7) the commencement by the Company or any Principal Subsidiary Bank of a voluntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for
relief in respect of the Company or any Principal Subsidiary Bank in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment of
or taking possession by a custodian, receiver, liquidator, conservator, assignee, trustee, sequestrator or other similar official of the Company or any Principal Subsidiary Bank or of any substantial part of its property, including pursuant to the
Federal Deposit Insurance Act or SIPA, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the
Company or any Principal Subsidiary Bank in furtherance of any such action; or” 
  

	 	(r)	Covenants. The covenants set forth in Article 10 of the Base Indenture shall apply to the Floating Rate Notes. 

  

	 	(s)	Additional Terms. Other terms applicable to the Floating Rate Notes are as otherwise provided for in the Base Indenture, as supplemented by this Seventh Supplemental Indenture. 


ARTICLE 4 
 Supplemental
Indentures 
 Section 4.1 Supplemental Indentures. The following paragraph shall be added
to the end of Section 901 of the Base Indenture and shall only apply to the Notes: 

  
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 Notwithstanding the foregoing, without the consent of any Holder of Securities, the Company and
the Trustee may amend or supplement the Indenture or the Securities to conform the terms of the Indenture and the Securities to the description of the Securities in the prospectus supplement dated June 1, 2018 relating to the offering of the
Securities. 
 ARTICLE 5 

Miscellaneous 

Section 5.1 Trust Indenture Act of 1939. This Seventh Supplemental Indenture shall incorporate and be governed by the provisions
of the Trust Indenture Act that are required to be part of and to govern indentures qualified under the Trust Indenture Act. 

Section 5.2 Governing Law. The laws of the State of New York shall govern this Seventh Supplemental Indenture and the Notes. 

Section 5.3 Duplicate Originals. The parties may sign any number of copies of this Seventh Supplemental Indenture. Each signed
copy shall be an original, but all of them together represent the same agreement. 
 Section 5.4 Legal Holidays.
Section 113 of the Base Indenture shall be deleted and shall be of no effect with respect to the Notes. 
 Section 5.5
Separability. In case any provision in this Seventh Supplemental Indenture or the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby. 
 Section 5.6 Ratification. The Base Indenture, as supplemented and amended by this Seventh Supplemental
Indenture, is in all respects ratified and confirmed. The Base Indenture and this Seventh Supplemental Indenture shall be read, taken and construed as one and the same instrument. All provisions included in this Seventh Supplemental Indenture
supersede any conflicting provisions included in the Base Indenture unless not permitted by law. The Trustee accepts the trusts created by the Base Indenture, as supplemented by this Seventh Supplemental Indenture, and agrees to perform the same
upon the terms and conditions of the Base Indenture, as supplemented by this Seventh Supplemental Indenture. 
 Section 5.7
Effectiveness. The provisions of this Seventh Supplemental Indenture shall become effective as of the date hereof. 

Section 5.8 Successors. All agreements of the Company in this Seventh Supplemental Indenture shall bind its successors. All
agreements of the Trustee in this Seventh Supplemental Indenture shall bind its successors. 
 Section 5.9 Trustee’s
Disclaimer. The recitals contained herein shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness. The Trustee shall not be responsible in any manner whatsoever for or in respect of the
validity or sufficiency of this Seventh Supplemental Indenture, the Notes, or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company. 

  
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 [Remainder of page intentionally left blank.] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Seventh Supplemental Indenture to be duly
executed as of the date first above written. 
  

			
	 FIFTH THIRD BANCORP
 as
the Company

		
	By:	 	 /s/ TAYFUN TUZUN

	Name:	 	Tayfun Tuzun
	Title:	 	 Executive Vice President and
 Chief Financial
Officer



 Attest: 

 

			
	By:	 	 /s/ H. SAMUEL LIND

	Name:	 	H. Samuel Lind
	Title:	 	Senior Vice President,
		 	 Associate General Counsel,
 and Assistant
Secretary


 [Signature Page to Seventh Supplemental Indenture] 

  
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	 WILMINGTON TRUST COMPANY

as the Trustee

		
	By:	 	 /s/ MICHAEL WASS

	Name:	 	Michael Wass
	Title:	 	Vice President


  
 [Signature Page to Seventh
Supplemental Indenture] 

  
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 EXHIBIT A 

[FORM OF FLOATING RATE NOTE] 

CUSIP No. 316773CW8 
 ISIN:
US316773CW88 
 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A
NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
 BY ITS ACQUISITION AND HOLDING OF THIS NOTE, THE HOLDER HEREOF (OR ANY
INTEREST THEREIN) SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT IS NOT, AND IS NOT ACTING ON BEHALF OF, AND NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT
IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SECTION 406 OF ERISA OR SECTION
4975 OF THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT (ALSO A “PLAN”), OR (2) THE ACQUISITION AND HOLDING OF
THIS NOTE WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS. 

ADDITIONALLY, BY ITS ACQUISITION OF THIS NOTE IN THE INITIAL OFFERING, A HOLDER HEREOF THAT IS A PLAN (THE “PLAN FIDUCIARY”) SHALL BE DEEMED TO HAVE
REPRESENTED AND WARRANTED AT ALL TIMES (1) NEITHER FIFTH THIRD BANCORP, THE UNDERWRITERS, NOR ANY OF THEIR RESPECTIVE AFFILIATES (“TRANSACTION PARTIES”) HAS PROVIDED OR WILL PROVIDE IMPARTIAL INVESTMENT ADVICE OR GIVE ADVICE IN A
FIDUCIARY CAPACITY WITH RESPECT TO THE PURCHASER OR TRANSFEREE’S DECISION TO ACQUIRE, HOLD, SELL, EXCHANGE, VOTE OR PROVIDE ANY CONSENT WITH RESPECT TO THE NOTES BY THE ERISA PLAN’S FIDUCIARY (WITHIN THE MEANING OF ERISA OR THE CODE), AND
(2) THE DECISION TO INVEST IN THE NOTES HAS BEEN MADE AT THE RECOMMENDATION OR DIRECTION OF AN “INDEPENDENT FIDUCIARY” (“INDEPENDENT FIDUCIARY”) WITHIN THE MEANING OF U.S. CODE OF FEDERAL REGULATIONS 29 C.F.R. SECTION 2510.3-21(C)(1), AS AMENDED FROM TIME TO 

  
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TIME (THE “FIDUCIARY RULE”), WHO (I) IS INDEPENDENT OF THE TRANSACTION PARTIES; (II) IS CAPABLE OF EVALUATING INVESTMENT RISKS INDEPENDENTLY, BOTH IN GENERAL AND WITH RESPECT
TO PARTICULAR TRANSACTIONS AND INVESTMENT STRATEGIES (WITHIN THE MEANING OF THE FIDUCIARY RULE) (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE DECISION TO INVEST IN THE NOTES); (III) IS A FIDUCIARY (UNDER ERISA AND/OR SECTION 4975 OF THE CODE)
WITH RESPECT TO THE PURCHASER OR TRANSFEREE’S INVESTMENT IN THE NOTES AND IS RESPONSIBLE FOR EXERCISING INDEPENDENT JUDGMENT IN EVALUATING THE INVESTMENT IN THE NOTES; (IV) IS EITHER (1) A BANK AS DEFINED IN SECTION 202 OF THE
INVESTMENT ADVISERS ACT OF 1940 (THE “ADVISERS ACT”), OR SIMILAR INSTITUTION THAT IS REGULATED AND SUPERVISED AND SUBJECT TO PERIODIC EXAMINATION BY A STATE OR FEDERAL AGENCY; (2) AN INSURANCE CARRIER THAT IS QUALIFIED UNDER THE LAWS
OF MORE THAN ONE STATE TO PERFORM THE SERVICES OF MANAGING, ACQUIRING OR DISPOSING OF ASSETS OF AN ERISA PLAN; (3) AN INVESTMENT ADVISER REGISTERED UNDER THE ADVISERS ACT, OR, IF NOT REGISTERED AS AN INVESTMENT ADVISER UNDER THE ADVISERS ACT BY
REASON OF PARAGRAPH (1) OF SECTION 203A OF THE ADVISERS ACT, IS REGISTERED AS AN INVESTMENT ADVISER UNDER THE LAWS OF THE STATE (REFERRED TO IN SUCH PARAGRAPH (1)) IN WHICH IT MAINTAINS ITS PRINCIPAL OFFICE AND PLACE OF BUSINESS; (4) A
BROKER-DEALER REGISTERED UNDER THE EXCHANGE ACT; OR (5) AN INDEPENDENT FIDUCIARY (NOT DESCRIBED IN CLAUSES (1), (2), (3), OR (4) ABOVE) THAT HOLDS OR HAS, AND AT ALL TIMES THAT THE ERISA PLAN IS INVESTED IN THIS NOTE WILL HAVE, TOTAL
ASSETS OF AT LEAST U.S. $50,000,000 UNDER ITS MANAGEMENT OR CONTROL (PROVIDED THAT THIS CLAUSE (E) SHALL NOT BE SATISFIED IF THE PLAN FIDUCIARY IS EITHER (I) THE OWNER OR A RELATIVE OF THE OWNER OF AN INVESTING IRA OR (II) A
PARTICIPANT OR BENEFICIARY, OR A RELATIVE OF EITHER, OF THE ERISA PLAN INVESTING IN THIS NOTES IN SUCH CAPACITY); AND (V) IS AWARE OF AND ACKNOWLEDGES THAT (I) NONE OF THE TRANSACTION PARTIES IS UNDERTAKING TO PROVIDE IMPARTIAL INVESTMENT
ADVICE, OR TO GIVE ADVICE IN A FIDUCIARY CAPACITY, IN CONNECTION WITH THE PURCHASER’S OR TRANSFEREE’S INVESTMENT IN THE NOTES, AND (II) THE TRANSACTION PARTIES HAVE A FINANCIAL INTEREST IN THE PURCHASER’S OR TRANSFEREE’S
INVESTMENT IN THE NOTES ON ACCOUNT OF THE FEES AND OTHER REMUNERATION THE TRANSACTION PARTIES OR THE PURCHASER OR TRANSFEREE OF THE NOTES EXPECTS TO RECEIVE IN CONNECTION WITH TRANSACTIONS CONTEMPLATED HEREUNDER. THE REPRESENTATIONS IN THIS
PARAGRAPH ARE INTENDED TO COMPLY WITH THE U.S. DEPARTMENT OF LABOR’S REG. SECTIONS 29 C.F.R. 2510.3-21(A) AND (C)(1) AS PROMULGATED ON APRIL 8, 2016 (81 FED. REG. 20,997). IF THESE REGULATIONS ARE
REVOKED, REPEALED OR NO LONGER EFFECTIVE, THE REPRESENTATIONS IN THIS PARAGRAPH SHALL BE DEEMED TO BE NO LONGER IN EFFECT. 
 UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO FIFTH THIRD BANCORP OR ITS AGENT FOR REGISTRATION OF TRANSFER, 

  
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EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN. 
 FIFTH THIRD BANCORP 

Floating Rate Senior Notes due 2021 

THIS SECURITY IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE DEPOSIT INSURANCE FUND OR ANY OTHER GOVERNMENTAL
AGENCY, NOR IS IT AN OBLIGATION OF, OR GUARANTEED BY, A BANK. 
  

			
	FLR No. 1	  	$250,000,000

 Fifth Third Bancorp, a corporation duly organized and existing under the laws of Ohio (herein called the
“Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of Two Hundred Fifty Million
Dollars ($250,000,000) on June 4, 2021 (the “Maturity Date”), and to pay interest thereon from June 5, 2018 (the “Original Issue Date”) or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, quarterly on March 4, June 4, September 4 and December 4 in each year, commencing September 4, 2018, at the Floating Rate (as defined below) applicable to such interest payment, until the principal hereof
is paid or made available for payment, provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of three-month LIBOR (as defined below) plus .47% (to the extent that the payment
of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. In no event shall this Security bear interest at a rate less than
zero percent (0.0%) per annum. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the fifteenth (15th) calendar day (whether or not a Business Day) next preceding
such Interest Payment Date. 
 “Business Day” means any day that is not (1) a Saturday or Sunday, and that is not a day on
which banking institutions in the City of New York are authorized or obligated by law, regulation or executive order to close or (2) a London Business Day. 

  
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 “Business Day Convention” means if any Interest Payment Date (other than the Maturity
Date or a redemption date, as applicable) is not a Business Day, then such Interest Payment Date will be postponed to the next succeeding Business Day, unless that Business Day is in the next succeeding calendar month, in which case the Interest
Payment Date will be the immediately preceding Business Day. If the Maturity Date or a redemption date, as applicable, is not a Business Day, the payment of principal and interest at the Maturity Date or a redemption date, as applicable, will not be
made until the next succeeding Business Day with the same force and effect as if made on the Maturity Date or redemption date, as applicable, and no further interest will be paid in respect of the delay in such payment. 

“Calculation Agent” means Wilmington Trust Company, or its successor appointed by the Company, acting as calculation agent. 

“Designated LIBOR Page” means the display on Bloomberg Page BBAM1 (or any successor or substitute page of such service, or any
successor to such service selected by the Company), for the purpose of displaying the London interbank rates for U.S. dollars. 

“Floating Rate” means three-month LIBOR plus .47%. 

“Interest Determination Date” means with respect to an Interest Reset Date, the second London Business Day preceding such Interest
Reset Date. 
 “Interest Reset Date” means for each Interest Reset Period, the first day of such Interest Reset Period. 

“Interest Reset Period” means each period from and including an Interest Payment Date (or, in the case of the first such period, the
issue date of the floating rate notes) to but excluding the next succeeding Interest Payment Date, the Maturity Date or the redemption date, as the case may be. 

“London Business Day” means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

 “three-month LIBOR” means for any Interest Reset Period, the London interbank offered rate per annum determined by the
Calculation Agent on the related Interest Determination Date, in accordance with the following provisions: 

(i)    three-month LIBOR will be the rate for deposits in U.S. dollars having a maturity of three months which appears on
the Designated LIBOR Page (or such other page as may replace the Designated LIBOR Page on that service for the purpose of displaying London interbank offered rates) as of 11:00 a.m., London time, on the related Interest Determination Date. 

(ii)    If, on any such Interest Determination Date, no rate appears on the Designated LIBOR Page, except as provided in
clause (iii) below, the Calculation Agent will request the principal London offices of four major reference banks (which may include any underwriters, agents or their affiliates) in the London interbank market selected by the Company for this
purpose and whose names and contact information will be provided by the Company to the 

  
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Calculation Agent to provide their respective offered quotation for deposits in U.S. dollars having a maturity of three months commencing on the second London Business Day immediately following
such Interest Determination Date to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such Interest Determination Date and in a principal amount that is at least U.S. $1,000,000 as determined by the Company and
provided to the Calculation Agent. If at least two such quotations are provided, three-month LIBOR in respect of such Interest Determination Date will be the arithmetic mean of such quotations. If fewer than two quotations are provided, three-month
LIBOR in respect of such Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in New York City, on that Interest Determination Date for loans made in U.S. dollars to leading European banks having a
maturity of three months commencing on the second London Business Day immediately following such Interest Determination Date and in a principal amount that is representative for a single transaction in U.S. dollars in New York City at such time by
three major reference banks (which may include any underwriters, agents or their affiliates) in New York City. If fewer than three major reference banks in New York City so selected by the Company for this purpose and whose names and contact
information will be provided by the Company to the Calculation Agent are quoting such rates as mentioned in the preceding sentence, three-month LIBOR with respect to such Interest Determination Date will be the same as three-month LIBOR in effect
for the immediately preceding Interest Reset Period (or, if there was no preceding Interest Reset Period, the rate of interest will be the initial interest rate). Upon determination by the Calculation Agent of the three-month LIBOR in accordance
with this clause (ii), the Calculation Agent will provide the three-month LIBOR rate to the Company in writing along with the Interest Reset Period for the three-month LIBOR rate that is effective. 

(iii)    Notwithstanding clause (ii) above, if the Company or the Calculation Agent determines that three-month LIBOR
has been permanently discontinued, the Company will determine whether to calculate the relevant interest rate using a substitute for three-month LIBOR (the “Alternative Rate”), which shall be the alternative reference rate selected by the
central bank, reserve bank, monetary authority or any similar institution (including any committee or working group thereof) that is consistent with accepted market practice. As part of such substitution, the Company will make such adjustments
(“Adjustments”) to the Alternative Rate or the spread thereon, as well as the business day convention, interest determination dates and related provisions and definitions, in each case that are consistent with accepted market practice for
the use of such Alternative Rate for debt obligations such as the Notes. The Company shall provide such Alternative Rate to the Calculation Agent in writing, provided that if the Calculation Agent determines there is an industry-accepted substitute
or successor base rate, the Calculation Agent will use that substitute or successor base rate as directed by the Company in writing. If a substitute or successor base rate has been determined in accordance with the foregoing, the Company in its sole
discretion may determine what business day convention to use, the definition of “business day”, the dividend determination date to be used and any other relevant methodology for calculating such substitute or successor base rate, including
any adjustment factor needed to make such substitute or successor base rate comparable to the LIBOR base rate, in a manner that is consistent with industry-accepted practices for such substitute or successor base rate. If, however, the Calculation
Agent determines that three-month LIBOR has been discontinued, but for any reason an Alternative Rate has not been determined, three-month LIBOR will be equal to such rate on the Interest Determination Date when three-month LIBOR was last available
on the Designated LIBOR Page, as determined by the Calculation Agent. 

  
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 (iv)    Unless otherwise specified, all percentages resulting from any
calculation of the interest rate will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or
..09876545) will be rounded upward to 9.87655% (or .0987655)), and all U.S. dollar amounts used in or resulting from such calculation will be rounded to the nearest U.S. dollar (with one-half such dollar being
rounded upward). 
 Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. 

Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained
for that purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may
be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Company shall make, or cause the Paying Agent to make, all payments of principal and interest on Global Notes in
immediately available funds to the Depositary or its nominee, in accordance with Applicable Procedures. 
 Reference is hereby made to the
further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

  
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 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

 

							
	Date: June 5, 2018	 		 	FIFTH THIRD BANCORP
				
		 		 	By:	 	  

		 		 		 	Tayfun Tuzun
		 		 		 	Executive Vice President and Chief Financial Officer

  

			
	Attest:	 	
		
	By:	 	  

	Name:	 	H. Samuel Lind
	Title:	 	 Senior Vice President,
 Associate General
Counsel
 and Assistant Secretary


 [Signature Page to Floating Rate Note] 

  
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 CERTIFICATE OF AUTHENTICATION 

This is one of the Securities of the series designated therein referred to in the Indenture referred to hereinafter. 

 

							
	Dated:	 		 	WILMINGTON TRUST COMPANY, as Trustee
				
		 		 	By:	 	  

		 		 		 	Authorized Officer


  
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 [Reverse of Security] 

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities” or
“Notes”), issued and to be issued in one or more series under an Indenture, dated as of April 30, 2008 (herein called the “Base Indenture”, which term shall have the meaning assigned to it in such instrument),
between the Company and Wilmington Trust Company, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) as supplemented by a Seventh Supplemental Indenture, dated as of June 5,
2018, between the Company and the Trustee (herein called the “Seventh Supplemental Indenture” and together with the Base Indenture, the “Indenture”), and reference is hereby made to the Indenture for a statement of
the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is
one of the series designated on the face hereof. The Company may, without notice to or the consent of any Holder, issue additional Securities having the same ranking, interest rate, maturity and other terms as the Securities of this series except
for the issue date, the issue price and the initial Interest Payment Date, provided that if such additional Securities are not fungible with this Security for U.S. federal income tax purposes, such additional Securities will be issued with a
separate CUSIP number. Any such additional Securities may be considered to be part of this series of Securities. The Company may, without notice to or the consent of any Holder, issue or incur Senior Indebtedness. 

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. 
 If an
Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable (or will automatically become due and payable, without declaration or any other
action on the part of the Trustee or any Holder) in the manner and with the effect provided in the Indenture. 
 On or after the date that
is 30 days prior to the Maturity Date, the Company may redeem this Security, at any time, in whole or in part, at the Company’s option at a redemption price equal to 100% of the principal amount of this Security, plus accrued and unpaid
interest to, but not including, the redemption date established pursuant to the terms of the Seventh Supplemental Indenture. Installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holder of this
Security, or one more Predecessor Securities, of record at the close of business on the relevant Record Date, all as provided in the Indenture. 

Notice of redemption will be given by first class mail to Holders of Securities, not less than 10 nor more than 60 days prior to the
redemption date, all as provided in the Seventh Supplemental Indenture. 
 This Security may be redeemed in part only in minimum
denominations of $2,000 or any integral multiples of $1,000 in excess thereof. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof
upon the cancellation hereof. 

  
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 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in
principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by
the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security. Notwithstanding the foregoing, without the consent of any Holder of Securities, the Company and the Trustee may amend or supplement the Indenture or the Securities to conform to the
terms of the Indenture and the Securities to the description of the Securities in the prospectus supplement dated June 1, 2018 relating to the offering of the Securities. 

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default
as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and
shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of
principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 
 No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and
rate, and in the coin or currency, herein prescribed. 
 As provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this
Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon
one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

The Securities of this series are issuable only in registered form without coupons in minimum denominations of $2,000 or any integral
multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor
of a different authorized denomination, as requested by the Holder surrendering the same. 

  
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 No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 
 Prior to
due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not
this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 
 All terms
used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 

  
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