EX-10.2

 
  



 
 
 
  *CERTAIN INFORMATION IDENTIFIED WITH A MARK
 OF [**] HAS BEEN EXCLUDED FROM THIS EXHIBIT

BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD

 BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED

 

 
	 	 	 
	 To:
 	   
 	 Fifth Third Bancorp
 38 Fountain Square Plaza

Cincinnati, Ohio
45263
 
	 	 
	 From:
 	   
 	 JPMorgan Chase Bank, National Association
 London Branch

25 Bank
Street
 Canary Wharf
 London E14 5JP

England

 
	 	 
	 Subject:
 	   
 	 Supplemental Confirmation—Accelerated Stock Buyback Tranche 3
 
	 	 
	 Date:
 	   
 	 April 25, 2019 
 

 

The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between JPMorgan Chase Bank, National
Association, London Branch
(“JPMorgan”) and Fifth Third
Bancorp (“Counterparty”)
(together, the “Contracting
Parties”) on the Trade Date specified below. This Supplemental Confirmation is a binding contract between JPMorgan 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 March 11, 2019 (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:
 	 April 25, 2019
 	 

	 	 	 

	 Forward Price Adjustment Amount:
 	 [**]*
 	 

	 	 	 

	 Calculation Period Start Date:
 	 April 26, 2019
 	 

	 	 	 

	 Scheduled Termination Date:
 	 June 27, 2019
 	 

	 	 	 

	 First Acceleration Date:
 	 [**]*
 	 

	 	 	 

	 Prepayment Amount:
 	 USD 100,000,000
 	 

	 	 	 

	 Prepayment Date:
 	 April 29, 2019
 	 

	  
 	 

	 Initial Shares:
 	 3,007,785; provided  that if, in connection with the Transaction, JPMorgan 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 JPMorgan is able to so borrow or otherwise acquire, and JPMorgan 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.
 

 
 
JPMorgan Chase Bank, N.A. at its London Branch is a bank authorised and subject to supervision and
regulation by 

the Office of the Comptroller of the Currency, and is also supervised and regulated with respect to
certain

matters by the Board of Governors of the Federal Reserve System, each in the jurisdiction of the
United States of

America. Authorised by the Prudential Regulation Authority. Subject to regulation by the Financial
Conduct

Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of
our

regulation by the Prudential Regulation Authority are available from us on request. (Firm Reference
Number:

124491).

 
 



 
       
 
 
	 Initial Share Delivery Date:
 	 April 29, 2019
 
	 	 
	 Ordinary Dividend Amount:
 	 [**]*
 
	 	 
	 Scheduled Ex-Dividend Dates:
 	 June 27, 2019
 
	 	 
	 Termination Price:
 	 [**]*
 
	 	 
	 Additional Relevant Days:
 	 The five (5) Exchange Business Days immediately following the Calculation Period.
 
	 	 
	 Reserved Shares: 
 	 95,763,310
 
	 	 
	 Calculation Dates:  
 	  
 
	
1.

 	
April 29,
2019
 	
2.

 	
May 1,
2019
 	
3.

 	
May 3,
2019
 
	
4.

 	
May 7,
2019
 	
5.

 	
May 9,
2019
 	
6.

 	
May 13,
2019
 
	
7.

 	
May 15,
2019
 	
8.

 	
May 17,
2019
 	
9.

 	
May 20,
2019
 
	
10.

 	
May 21,
2019
 	
11.

 	
May 22,
2019
 	
12.

 	
May 23,
2019
 
	
13.

 	
May 24,
2019
 	
14.

 	
May 28,
2019
 	
15.

 	
May 29,
2019
 
	
16.

 	
May 30,
2019
 	
17.

 	
May 31,
2019
 	
18.

 	
June 3,
2019
 
	
19.

 	
June 4,
2019
 	
20.

 	
June 5,
2019
 	
21.

 	
June 6,
2019
 
	
22.

 	
June 7,
2019
 	
23.

 	
June 10,
2019
 	
24.

 	
June 11,
2019
 
	
25.

 	
June 12,
2019
 	
26.

 	
June 13,
2019
 	
27.

 	
June 14,
2019
 
	
28.

 	
June 17,
2019
 	
29.

 	
June 18,
2019
 	
30.

 	
June 19,
2019
 
	
31.

 	
June 20,
2019
 	
32.

 	
June 21,
2019
 	
33.

 	
June 24,
2019
 
	
34.

 	
June 25,
2019
 	
35.

 	
June 26,
2019
 	
36.

 	
June 27,
2019
 
	
Following the
First Acceleration Date, each Exchange Business Day thereafter shall be a Calculation Date.
 

 
 3. Counterparty represents and warrants to JPMorgan 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] 
    
       
 



 
       
 

Please confirm that
the foregoing correctly sets forth the terms of our agreement by executing this Supplemental Confirmation and returning it to us.

Very truly
yours,
  
 
	 JPMORGAN CHASE
BANK, NATIONAL ASSOCIATION
 


 
	  
 	 By:         /s/ JAMES B. LEE II
 
	  
 	 Authorized Signatory
 
	  
 	 Name:    James B. Lee II
 
	  
 	  
 


  

Accepted and confirmed
 as of the Trade Date:

FIFTH THIRD
BANCORP
  
 
	 By:         /s/ TAYFUN TUZUN
 	  
 
	 Authorized Signatory 
 	  
 
	 Name:    Tayfun Tuzun 
 	  
 
	 	  
 


    
JPMorgan Chase Bank, N.A. at its London Branch is a bank authorised and subject to supervision and
regulation by 

the Office of the Comptroller of the Currency, and is also supervised and regulated with respect to
certain

matters by the Board of Governors of the Federal Reserve System, each in the jurisdiction of the
United States of

America. Authorised by the Prudential Regulation Authority. Subject to regulation by the Financial
Conduct

Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of
our

regulation by the Prudential Regulation Authority are available from us on request. (Firm Reference
Number:

124491).

 
 



 



 
 
 *CERTAIN INFORMATION IDENTIFIED WITH A MARK
 OF [**] HAS BEEN EXCLUDED FROM THIS EXHIBIT
 BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD

BE COMPETITIVELY 
HARMFUL IF PUBLICLY DISCLOSED
  
 
	 	 	 
	 To:
 	   
 	 Fifth Third Bancorp
 38 Fountain Square Plaza

Cincinnati, Ohio
45263
 
	 	 
	 From:
 	   
 	 JPMorgan Chase Bank, National Association
 London Branch

25 Bank
Street
 Canary Wharf
 London E14 5JP

England

 
	 	 
	 Subject:
 	   
 	 Supplemental Confirmation—Accelerated Stock Buyback Tranche 4
 
	 	 
	 Date:
 	   
 	 April 25, 2019 
 

 

The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between JPMorgan Chase Bank, National
Association, London Branch
(“JPMorgan”) and Fifth Third
Bancorp (“Counterparty”)
(together, the “Contracting
Parties”) on the Trade Date specified below. This Supplemental Confirmation is a binding contract between JPMorgan 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 March 11, 2019 (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:
 	 April 25, 2019
 
	 	 
	 Forward Price Adjustment Amount:
 	 [**]*
 
	 	 
	 Calculation Period Start Date:
 	 April 26, 2019
 
	 	 
	 Scheduled Termination Date:
 	 June 27, 2019
 
	 	 
	 First Acceleration Date:
 	 [**]*
 
	 	 
	 Prepayment Amount:
 	 USD 100,000,000
 
	 	 
	 Prepayment Date:
 	 April 29, 2019
 
	  
 
	 Initial Shares:
 	 3,007,785; provided  that if, in connection with the Transaction, JPMorgan 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 JPMorgan is able to so borrow or otherwise acquire, and JPMorgan 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.
 

 
 
JPMorgan Chase Bank, N.A. at its London Branch is a bank authorised and subject to supervision and
regulation by 

the Office of the Comptroller of the Currency, and is also supervised and regulated with respect to
certain

matters by the Board of Governors of the Federal Reserve System, each in the jurisdiction of the
United States of

America. Authorised by the Prudential Regulation Authority. Subject to regulation by the Financial
Conduct

Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of
our

regulation by the Prudential Regulation Authority are available from us on request. (Firm Reference
Number:

124491).

 
 



 
       
 
 
	 Initial Share Delivery Date:
 	 April 29, 2019
 
	 	 
	 Ordinary Dividend Amount:
 	 [**]*
 
	 	 
	 Scheduled Ex-Dividend Dates:
 	 June 27, 2019
 
	 	 
	 Termination Price:
 	 [**]*
 
	 	 
	 Additional Relevant Days:
 	 The five (5) Exchange Business Days immediately following the Calculation Period.
 
	 	 
	 Reserved Shares: 
 	 95,763,310
 
	 	 
	 Calculation Dates:  
 	  
 
	
1.

 	
April 26,
2019
 	
2.

 	
April 30,
2019
 	
3.

 	
May 2,
2019
 
	
4.

 	
May 6,
2019
 	
5.

 	
May 8,
2019
 	
6.

 	
May 10,
2019
 
	
7.

 	
May 14,
2019
 	
8.

 	
May 16,
2019
 	
9.

 	
May 17,
2019
 
	
10.

 	
May 20,
2019
 	
11.

 	
May 21,
2019
 	
12.

 	
May 22,
2019
 
	
13.

 	
May 23,
2019
 	
14.

 	
May 24,
2019
 	
15.

 	
May 28,
2019
 
	
16.

 	
May 29,
2019
 	
17.

 	
May 30,
2019
 	
18.

 	
May 31,
2019
 
	
19.

 	
June 3,
2019
 	
20.

 	
June 4,
2019
 	
21.

 	
June 5,
2019
 
	
22.

 	
June 6,
2019
 	
23.

 	
June 7,
2019
 	
24.

 	
June 10,
2019
 
	
25.

 	
June 11,
2019
 	
26.

 	
June 12,
2019
 	
27.

 	
June 13,
2019
 
	
28.

 	
June 14,
2019
 	
29.

 	
June 17,
2019
 	
30.

 	
June 18,
2019
 
	
31.

 	
June 19,
2019
 	
32.

 	
June 20,
2019
 	
33.

 	
June 21,
2019
 
	
34.

 	
June 24,
2019
 	
35.

 	
June 25,
2019
 	
36.

 	
June 26,
2019
 
	
37.

 	
June 27,
2019
 	  
 	  
 	  
 	  
 
	
Following the
First Acceleration Date, each Exchange Business Day thereafter shall be a Calculation Date.
 

 
 3. Counterparty represents and warrants to JPMorgan 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] 
    
       
 



 
       
 

Please confirm that
the foregoing correctly sets forth the terms of our agreement by executing this Supplemental Confirmation and returning it to us.

Very truly
yours,
  
 
	 JPMORGAN CHASE
BANK, NATIONAL ASSOCIATION
 


 
	  
 	 By:         /s/ JAMES B. LEE II
 
	  
 	 Authorized Signatory
 
	  
 	 Name:    James B. Lee II
 
	  
 	  
 


  

Accepted and confirmed
 as of the Trade Date:

FIFTH THIRD
BANCORP
  
 
	 By:         /s/ TAYFUN TUZUN
 	  
 
	 Authorized Signatory 
 	  
 
	 Name:    Tayfun Tuzun 
 	  
 
	 	  
 


  
 
JPMorgan Chase Bank, N.A. at its London Branch is a bank authorised and subject to supervision and
regulation by 

the Office of the Comptroller of the Currency, and is also supervised and regulated with respect to
certain

matters by the Board of Governors of the Federal Reserve System, each in the jurisdiction of the
United States of

America. Authorised by the Prudential Regulation Authority. Subject to regulation by the Financial
Conduct

Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of
our

regulation by the Prudential Regulation Authority are available from us on request. (Firm Reference
Number:

124491).