FITB 10-K Annual Report Dec. 31, 2022 | Alphaminr
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FITB 10-K Fiscal year ended Dec. 31, 2022

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FIFTH THIRD BANCORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsNote 17 Of The Notes To Consolidated Financial Statements. Additionally, At December 31, 2022, The Bank Had ApproximatelyItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10 K Summary

Exhibits

2.1 Agreement and Plan of Merger by and among Fifth Third Bancorp, Fifth Third Financial Corporation and MB Financial, Inc. dated as of May20, 2018. Incorporated by reference to Exhibit 2.1 to the Registrants Current Report on Form8-K filed with the SEC on May22, 2018. 3.1 Amended Articles of Incorporation of Fifth Third Bancorp. Incorporated by reference to Exhibit 3.1 to the Registrants Quarterly Report on Form10-Q filed with the SEC on May 7, 2021. 3.2 Regulations of Fifth Third Bancorp, as Amended as ofApril 12, 2022. Incorporated by reference to Exhibit 3.2 to the RegistrantsQuarterlyReport on Form10-Qfiled with the SEC on May9, 2022. 4.2 First Supplemental Indenture, dated as of December20, 2006, between Fifth Third Bancorp and Wilmington Trust Company, as Trustee. Incorporated by reference to Exhibit 4.14 to Registrants Annual Report on Form 10-K for the fiscal year ended December31, 2006. 4.3 Global Security dated as of March4, 2008 representing Fifth Third Bancorps $500,000,000 8.25% Subordinated Notes due 2038. Incorporated by reference to Exhibit 4.1 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended March31, 2008.(1) 4.4 Indenture for Senior Debt Securities dated as of April30, 2008 between Fifth Third Bancorp and Wilmington Trust Company, as trustee. Incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed with the SEC on May6, 2008. 4.5 First Supplemental Indenture dated as of January25, 2011 between Fifth Third Bancorp and Wilmington Trust Company, as Trustee, to the Indenture for Senior Debt Securities dated as of April30, 2008 between Fifth Third and the Trustee. Incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed with the SEC on January25, 2011. 4.6 Second Supplemental Indenture dated as of March7, 2012 between Fifth Third Bancorp and Wilmington Trust Company, as Trustee, to the Indenture for Senior Debt Securities dated as of April30, 2008 between Fifth Third Bancorp and the Wilmington Trust Company. Incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed with the SEC on March7, 2012. 4.7 Deposit Agreement dated as of May16, 2013, between Fifth Third Bancorp, as issuer, Wilmington Trust, National Association, as depositary and calculation agent, American Stock Transfer& Trust Company, LLC, as transfer agent and registrar, and the holders from time to time of the depositary receipts issued thereunder. Incorporated by reference to Exhibit 4.3 of the Registrants Current Report on Form 8-K filed with the SEC on May16, 2013. 4.8 Form of Certificate Representing the 5.10% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series H, of Fifth Third Bancorp. Incorporated by reference to Exhibit 4.2 of the Registrants Current Report on Form 8-K filed with the SEC on May16, 2013. 4.9 Form of Depositary Receipt for the 5.10% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series H, of Fifth Third Bancorp. Incorporated by reference as Exhibit A to Exhibit 4.3 of the Registrants Current Report on Form 8-K filed with the SEC on May16, 2013. 4.10 Global Security dated as of November20, 2013 representing Fifth Third Bancorps $500,000,000 4.30% Subordinated Notes due 2024. Incorporated by reference to Exhibit 4.1 of the Registrants Current Report on Form 8-K filed with the SEC on November20, 2013.(2) 4.11 Deposit Agreement dated December9, 2013, between Fifth Third Bancorp, as issuer, Wilmington Trust, National Association, as depositary and calculation agent, American Stock Transfer& Trust Company, LLC as transfer agent and registrar, and the holders from time to time of the depositary receipts issued thereunder. Incorporated by reference to Exhibit 4.3 of the Registrants Current Report on Form 8-K filed with the SEC on December9, 2013. 4.12 Form of Certificate Representing the 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I, of Fifth Third Bancorp. Incorporatedby reference to Exhibit 4.2 of the Registrants Current Report on Form 8-K filed with the SEC on December9, 2013. 4.13 Form of Depositary Receipt for the 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I, of Fifth Third Bancorp. Incorporated by reference as Exhibit A to Exhibit 4.3 of the Registrants Current Report on Form 8-K filed with the SEC on December9, 2013. 4.14 Deposit Agreement dated June5, 2014, among Fifth Third Bancorp, as issuer, Wilmington Trust, National Association, as depositary and calculation agent, American Stock Transfer& Trust Company, LLC as transfer agent and registrar, and the holders from time to time of the depositary receipts issued thereunder. Incorporated by reference to Exhibit 4.3 of the Registrants Current Report on Form 8-K filed with the SEC on June5, 2014. 4.15 Form of Certificate Representing the 4.90% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series J, of Fifth Third Bancorp. Incorporated by reference to Exhibit 4.2 of the Registrants Current Report on Form 8-K filed with the SEC on June5, 2014. 4.16 Form of Depositary Receipt for the 4.90% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series J, of Fifth Third Bancorp. Incorporated by reference as Exhibit A to Exhibit 4.3 of the Registrants Current Report on Form 8-K filed with the SEC on June5, 2014. 4.17 Third Supplemental Indenture dated as of February28, 2014 between Fifth Third Bancorp and Wilmington Trust Company, as Trustee, to the Indenture for Senior Debt Securities dated as of April30, 2008 between Fifth Third Bancorp and the Trustee. Incorporated by reference to Exhibit 4.1 of the Registrants Current Report on Form 8-K filed with the SEC on February28, 2014. 4.18 Fourth Supplemental Indenture dated as of July27, 2015 between Fifth Third Bancorp and Wilmington Trust Company, as Trustee, to the Indenture for Senior Debt Securities dated as of April30, 2008 between Fifth Third Bancorp and the Trustee. Incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed with the SEC on July27, 2015. 4.19 Fifth Supplemental Indenture dated as of June15, 2017 between Fifth Third Bancorp and Wilmington Trust Company, as Trustee, to the Indenture for Senior Debt Securities dated as of April30, 2008 between Fifth Third Bancorp and the Trustee. Incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed with the SEC on June15, 2017. 4.20 Sixth Supplemental Indenture dated as of March14, 2018 between Fifth Third Bancorp and Wilmington Trust Company, as Trustee, to the Indenture for Senior Debt Securities dated as of April30, 2008 between Fifth Third Bancorp and the Trustee. Incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed with the SEC on March14, 2018. 4.21 Form of 3.950% Senior Notes due 2028. Incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed with the SEC on March 14, 2018. 4.22 Seventh Supplemental Indenture dated as of June5, 2018 between Fifth Third Bancorp and Wilmington Trust Company, as Trustee, to the Indenture for Senior Debt Securities dated as of April30, 2008 between Fifth Third Bancorp and the Trustee. Incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed with the SEC on June5, 2018. 4.23 Amendment dated as of August31, 2018 to Seventh Supplemental Indenture dated as of June5, 2018 between Fifth Third Bancorp and Wilmington Trust Company, as Trustee, to the Indenture for Senior Debt Securities dated as of April30, 2008 between Fifth Third Bancorp and the Trustee. Incorporated by reference to Exhibit 4.1 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended September30, 2018. 4.24 Eighth Supplemental Indenture dated as of January25, 2019 between Fifth Third Bancorp and Wilmington Trust Company, as Trustee, to the Indenture for Senior Debt Securities dated as of April30, 2008 between Fifth Third Bancorp and the Trustee. Incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed with the SEC on January25, 2019. 4.25 Form of 3.650% Senior Notes due 2024. Incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed with the SEC on January25, 2019. 4.26 Second Amended and Restated Deposit Agreement, dated as of August26, 2019, among Fifth Third Bancorp, as issuer, and American Stock Transfer& Trust Company, LLC, as depositary, transfer agent and registrar, and the holders from time to time of the depositary receipts issued. Incorporated by reference to Exhibit 4.1 to the Registrants Form 8-A filed with the SEC on August26, 2019. 4.27 Form of depositary receipt representing the Depositary Shares (included as Exhibit A to Exhibit 4.34). Incorporated by reference to Exhibit 4.1 to the Registrants Form 8-A filed with the SEC on August26, 2019. 4.28 Deposit Agreement dated September17, 2019, between Fifth Third Bancorp, as issuer, American Stock Transfer& Trust Company, LLC, as depositary, transfer agent and registrar, relating to receipts, Depositary Shares and related 4.95% Non-Cumulative Perpetual Preferred Stock, Series K. Incorporated by reference to Exhibit 4.3 to the Registrants Current Report on Form 8-K filed with the SEC on September17, 2019. 4.29 Form of Certificate Representing the 4.95% Non-Cumulative Perpetual Preferred Stock, Series K, of Fifth Third Bancorp. Incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed with the SEC on September17, 2019. 4.30 Form of Depositary Receipt for the 4.95% Non-Cumulative Perpetual Preferred Stock, Series K, of Fifth Third Bancorp. Incorporated by reference to Exhibit 4.4 to the Registrants Current Report on Form 8-K filed with the SEC on September17, 2019. 4.31 Ninth Supplemental Indenture dated as of October28, 2019 between Fifth Third Bancorp and Wilmington Trust Company, as Trustee, to the Indenture for Senior Debt Securities dated as of April30, 2008 between Fifth Third Bancorp and the Trustee. Incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed with the SEC on October28, 2019. 4.32 Form of 2.375% Senior Notes due 2025. Incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed with the SEC on October28, 2019. 4.33 Tenth Supplemental Indenture dated as of May 5, 2020 between Fifth Third Bancorp and Wilmington Trust Company, as Trustee, to the Indenture for Senior Debt Securities dated as of April 30, 2008 between Fifth Third Bancorp and the Trustee. Incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed with the SEC on May 5, 2020. 4.34 Form of 1.625% Senior Notes due 2023. Incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed with the SEC on May 5, 2020. 4.35 Form of 2.550% Senior Notes due 2027. Incorporated by reference to Exhibit 4.3 to the Registrants Current Report on Form 8-K filed with the SEC on May 5, 2020. 4.36 Form of Certificate Representing the 4.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L, of Fifth Third Bancorp. Incorporated by reference to Exhibit 4.2 of the Registrants Current Report on Form 8-K filed with the SEC on July 30, 2020. 4.37 Deposit Agreement dated July 30, 2020, between Fifth Third Bancorp, as issuer, American Stock Transfer & Trust Company, LLC, as depositary, transfer agent and registrar, and the holders from time to time of depositary receipts issued. Incorporated by reference to Exhibit 4.3 to the Registrants Current Report on Form 8-K filed with the SEC on July 30, 2020. 4.38 Form of Depositary Receipt for the 4.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L, of Fifth Third Bancorp. Incorporated by reference to Exhibit A of Exhibit 4.3 to the Registrants Current Report on Form 8-K filed with the SEC on July 30, 2020. 4.39 Eleventh Supplemental Indenture dated as of November 1, 2021 between Fifth Third Bancorp and Wilmington Trust Company, as Trustee, to the Indenture for Senior Debt Securities dated as of April 30, 2008 between Fifth Third Bancorp and the Trustee. Incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed with the SEC on November 1, 2021. 4.40 Form of 1.707% Fixed Rate/Floating Rate Senior Notes due 2027. Incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed with the SEC on November 1, 2021. 4.41 Twelfth Supplemental Indenture dated as of April 25, 2022 between Fifth Third Bancorp and Wilmington Trust Company, as Trustee, to the Indenture for Senior Debt Securities dated as of April 30, 2008 between Fifth Third Bancorp and the Trustee. Incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed with the SEC on April 25, 2022. 4.42 Form of 4.055% Fixed Rate/Floating Rate Senior Notes due 2028. Incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed with the SEC on April 25, 2022. 4.43 Form of 4.337% Fixed Rate/Floating Rate Senior Notes due 2033. Incorporated by reference to Exhibit 4.3 to the Registrants Current Report on Form 8-K filed with the SEC on April 25, 2022. 4.44 Thirteenth Supplemental Indenture dated as of July 28, 2022 between Fifth Third Bancorp and Wilmington Trust Company, as Trustee, to the Indenture for Senior Debt Securities dated as of April 30, 2008 between Fifth Third Bancorp and the Trustee, as amended by Article 4 of the Twelfth Supplemental Indenture dated April 25, 2022 between Fifth Third Bancorp and the Trustee. Incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed with the SEC on July 28, 2022. 4.45 Form of 4.772% Fixed Rate/Floating Rate Senior Notes due 2030. Incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed with the SEC on July 28, 2022. 4.46 Fourteenth Supplemental Indenture dated as of October 27, 2022 between Fifth Third Bancorp and Wilmington Trust Company, as Trustee, to the Indenture for Senior Debt Securities dated as of April 30, 2008 between Fifth Third Bancorp and the Trustee, as amended by Article 4 of the Twelfth Supplemental Indenture dated April 25, 2022 between Fifth Third Bancorp and the Trustee. Incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed with the SEC on October 27, 2022. 4.47 Form of 6.361% Fixed Rate/Floating Rate Senior Notes due 2028. Incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed with the SEC on October 27, 2022. 4.49 Description of Registrants Securities. Incorporated by reference to Exhibit 4.44 to the Registrants Annual Report on Form 10-K filed with the SEC on February 25, 2022. 10.1 Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors (as amended and restated effective as of September 1, 2020). Incorporated by reference to Exhibit 10.2 of the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020.* 10.2 Fifth Third Bancorp Master Profit Sharing Plan, as Amended and Restated. Incorporated by reference to Exhibit 10.5 to the Registrants Annual Report on Form 10-K for the fiscal year ended December31, 2011.* 10.3 First Amendment to Fifth Third Bancorp Master Profit Sharing Plan, as Amended and Restated. Incorporated by reference to Exhibit 10.6 to the Registrants Annual Report on Form 10-K for the fiscal year ended December31, 2011.* 10.4 Second Amendment to Fifth Third Bancorp Master Profit Sharing Plan, as Amended and Restated. Incorporated by reference to Exhibit 10.7 to the Registrants Annual Report on Form 10-K for the fiscal year ended December31, 2012.* 10.5 Third Amendment to Fifth Third Bancorp Master Profit Sharing Plan, as Amended and Restated. Incorporated by reference to Exhibit 10.8 of the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June30, 2013.* 10.6 Fifth Third Bancorp 401(k) Savings Plan, as Amended and Restated effective January 1, 2020. Incorporated by reference to Exhibit 10.15 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.* 10.7 The Fifth Third Bancorp Master Retirement Plan, as Amended and Restated. Incorporated by reference to Exhibit 10.8 of the Registrants Annual Report on Form 10-K for the fiscal year ended December31, 2014.* 10.8 First Amendment to The Fifth Third Bancorp Master Retirement Plan, as Amended and Restated. Incorporated by reference to Exhibit 10.10 to the Registrants Annual Report on Form 10-K for the fiscal year ended December31, 2015.* 10.9 Second Amendment to The Fifth Third Bancorp Master Retirement Plan, as Amended and Restated. Incorporated by reference to Exhibit 10.11 to the Registrants Annual Report on Form 10-K for the fiscal year ended December31, 2016.* 10.10 Third Amendment to The Fifth Third Bancorp Master Retirement Plan, as Amended and Restated. Incorporated by reference to Exhibit 10.16 to the Registrants Annual Report on Form 10-K for the fiscal year ended December31, 2017.* 10.11 Fourth Amendment to The Fifth Third Bancorp Master Retirement Plan, as Amended and Restated. Incorporated by reference to Exhibit 10.19 to the Registrants Annual Report on Form 10-K for the fiscal year ended December31, 2018.* 10.12 First Amendment to the Fifth Third Bancorp 2008 Incentive Compensation Plan. Incorporated by reference to Exhibit 10.22 to the Registrants Annual Report on Form 10-K for the fiscal year ended December31, 2018.* 10.13 Fifth Third Bancorp 2011 Incentive Compensation Plan. Incorporated by reference to Annex 1 to the Registrants Proxy Statement dated March10, 2011.* 10.14 First Amendment to the Fifth Third Bancorp 2011 Incentive Compensation Plan. Incorporated by reference to Exhibit 10.24 to the Registrants Annual Report on Form 10-K for the fiscal year ended December31, 2018.* 10.16 First Amendment to the Fifth Third Bancorp 2014 Incentive Compensation Plan. Incorporated by reference to Exhibit 10.26 to the Registrants Annual Report on Form 10-K for the fiscal year ended December31, 2018.* 10.18 First Amendment to the Fifth Third Bancorp 2017 Incentive Compensation Plan. Incorporated by reference to Exhibit 10.28 to the Registrants Annual Report on Form 10-K for the fiscal year ended December31, 2018.* 10.19 Fifth Third Bancorp 2019 Incentive Compensation Plan. Incorporated by reference to Exhibit 4.3 to the Registrants Form S-8 Registration Statement filed on April16, 2019 (Registration Statement No.333-230900).* 10.20 Fifth Third Bancorp 2021 Incentive Compensation Plan. Incorporated by reference to Annex A to the Registrants Proxy Statement filed on March 2, 2021.* 10.21 Amended and Restated Fifth Third Bancorp 1993 Stock Purchase Plan. Incorporated by reference to Exhibit 10.8 to the Registrants Annual Report on Form 10-K for the fiscal year ended December31, 2011.* 10.22 Fifth Third Bancorp Non-qualified Deferred Compensation Plan (as amended and restated effective as of September 1, 2020). Incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020.* 10.24 Amendment No.1 to Fifth Third Bancorp Stock Option Gain Deferral Plan. Incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed with the SEC on May26, 2005.* 10.26 Fifth Third Bancorp Executive Change in Control Severance Plan, effective January1, 2015. Incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed with the SEC on November21, 2014.* 10.27 First Amendment to the Fifth Third Bancorp Executive Change in Control Severance Plan. Incorporated by reference to Exhibit 10.40 to the Registrants Annual Report on Form 10-K for the fiscal year ended December31, 2018.* 10.28 Second Amendment to the Fifth Third Bancorp Executive Change in Control Severance Plan. Incorporated by reference to Exhibit 99.2 of the Registrants Current Report on Form 8-K filed on February 23, 2021.* 10.29 Fifth Third Bank, National Association Executive Severance Benefits Plan. Incorporated by reference to Exhibit 99.1 of the Registrants Current Report on Form 8-K filed on February 23, 2021.* 10.30 Stock Appreciation Right Award Agreement. Incorporated by reference to Exhibit 10.2 of the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June30, 2013.* 10.31 Stock Appreciation Right Award Agreement. Incorporated by reference to Exhibit 10.34 of the Registrants Annual Report on Form 10-K for the fiscal year ended December31, 2014.* 10.32 Restricted Stock Unit Agreement (for Directors). Incorporated by reference to Exhibit 10.36 of the Registrants Annual Report on Form 10-K for the fiscal year ended December31, 2014.* 10.33 Master Confirmation for accelerated share repurchase transaction between Fifth Third Bancorp and Deutsche Bank AG, London Branch, with Deutsche Bank Securities Inc. acting as agent. Incorporated by reference to Exhibit 10.6 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June30, 2013.** 10.34 Master Confirmation, as supplemented by a Supplemental Confirmation, for accelerated share repurchase transaction dated October20, 2014 between Fifth Third Bancorp and Deutsche Bank AG, London Branch. Incorporated by reference to Exhibit 10.38 of the Registrants Annual Report on Form 10-K for the fiscal year ended December31, 2014.** 10.35 Master Confirmation, as supplemented by a Supplemental Confirmation, for accelerated share repurchase transaction dated July29, 2015 between Fifth Third Bancorp and Morgan Stanley& Co. LLC. Incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended September30, 2015.** 10.36 Master Confirmation, as supplemented by a Supplemental Confirmation, for accelerated share repurchase transaction dated April27, 2015 between Fifth Third Bancorp and Barclays Bank PLC, through its agent Barclays Capital Inc. Incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June30, 2015.** 10.37 Master Confirmation, dated January22, 2015, and Supplemental Confirmation, for accelerated share repurchase transaction dated January22, 2015 between Fifth Third Bancorp and Wells Fargo Bank, National Association. Incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended March31, 2015.** 10.38 Bancorp Director Pay Program. Incorporated by reference to Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended September30, 2016.* 10.39 2016 Restricted Stock Unit Grant Agreement (for Directors). Incorporated by reference to Exhibit 10.48 of the Registrants Annual Report on Form 10-K for the fiscal year ended December31, 2016.* 10.40 2017 Stock Appreciation Right Award Agreement (for Executive Officers). Incorporated by reference to Exhibit 10.49 of the Registrants Annual Report on Form 10-K for the fiscal year ended December31, 2016.* 10.41 Long-Term Incentive Award Overview February 2017 Grants. Incorporated by reference to Exhibit 10.52 of the Registrants Annual Report on Form 10-K for the fiscal year ended December31, 2016.* 10.42 Restricted Stock Unit Grant Agreement (for Directors) for Fifth Third Bancorp 2017 Incentive Compensation Plan. Incorporated by reference to Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June30, 2017.* 10.43 2018 Stock Appreciation Right Award Agreement (for Executive Officers). Incorporated by reference to Exhibit 10.67 to the Registrants Annual Report on Form 10-K for the fiscal year ended December31, 2017.* 10.44 Long-Term Incentive Award Overview 2018 Grants. Incorporated by reference to Exhibit 10.70 to the Registrants Annual Report on Form 10-K for the fiscal year ended December31, 2017.* 10.45 2018 Restricted Stock Unit Grant Agreement (for Directors). Incorporated by reference to Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended March31, 2018.* 10.46 2018 Long-Term Incentive Compensation Program Overview February 2019 Grants. Incorporated by reference to Exhibit 10.74 to the Registrants Annual Report on Form 10-K for the fiscal year ended December31, 2018.* 10.47 2019 Performance Share Award Agreement. Incorporated by reference to Exhibit 10.75 to the Registrants Annual Report on Form 10-K for the fiscal year ended December31, 2018.* 10.48 2019 Restricted Stock Unit Agreement (for Executive Officers). Incorporated by reference to Exhibit 10.76 to the Registrants Annual Report on Form 10-K for the fiscal year ended December31, 2018.* 10.49 2019 Stock Appreciation Right Award Agreement (for Executive Officers). Incorporated by reference to Exhibit 10.77 to the Registrants Annual Report on Form 10-K for the fiscal year ended December31, 2018.* 10.50 2019 Long-Term Incentive Compensation Program Overview February 2020 Grants. Incorporated by reference to Exhibit 10.72 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2019.* 10.51 2020 Performance Share Award Agreement. Incorporated by reference to Exhibit 10.73 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2019.* 10.52 2020 Restricted Stock Unit Agreement (for Executive Officers). Incorporated by reference to Exhibit 10.74 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2019.* 10.53 2020 Stock Appreciation Right Award Agreement (for Executive Officers). Incorporated by reference to Exhibit 10.75 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2019.* 10.54 2019 Restricted Stock Unit Grant Agreement (for Directors). Incorporated by reference to Exhibit 10.76 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2019.* 10.55 2020 Restricted Stock Unit Grant Agreement (for Directors). Incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020.* 10.56 2020 Long-Term Incentive Compensation Program Overview February 2021 Grants. Incorporated by reference to Exhibit 10.63 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2020.* 10.57 2021 Performance Share Award Agreement. Incorporated by reference to Exhibit 10.64 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2020.* 10.58 2021 Restricted Stock Unit Agreement (for Executive Officers). Incorporated by reference to Exhibit 10.65 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2020.* 10.59 2021 Stock Appreciation Right Award Agreement (for Executive Officers). Incorporated by reference to Exhibit 10.66 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2020.* 10.60 2021 Restricted Stock Unit Grant Agreement (for Directors). Incorporated by reference to Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021.* 10.61 2021 Long-Term Incentive Compensation Program Overview February 2022 Grants. Incorporated by reference to Exhibit 10.71 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2021.* 10.62 2022 Performance Share Award Agreement.Incorporated by reference to Exhibit 10.72 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2021.* 10.63 2022 Restricted Stock Unit Agreement (for Executive Officers).Incorporated by reference to Exhibit 10.73 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2021.* 10.64 2022 Stock Appreciation Right Award Agreement (for Executive Officers).Incorporated by reference to Exhibit 10.74 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2021.* 10.65 2022 Restricted Stock Unit Grant Agreement (for Directors). Incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022. 10.66 2022 Long-Term Incentive Compensation Program Overview February 2023 Grants.* 10.67 2023 Performance Share Award Agreement.* 10.68 2023 Restricted Stock Unit Agreement (for Executive Officers).* 10.69 2023 Stock Appreciation Right Award Agreement (for Executive Officers).* 10.70 Master Confirmation, as supplemented by two Supplemental Confirmations, for accelerated share repurchase transaction dated March11, 2019 between Fifth Third Bancorp and JPMorgan Chase Bank, National Association, London Branch. Incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended March31, 2019.** 10.71 Master Confirmation dated as of August5, 2019, as supplemented by a Supplemental Confirmation dated August5, 2019, for accelerated share repurchase transaction between Fifth Third Bancorp and Citibank, N.A. Incorporated by reference to Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended September30, 2019.*** 10.72 Supplemental Confirmation dated December 6, 2022, to Master Confirmation dated July 29, 2015, for accelerated share repurchase transaction between Fifth Third Bancorp and Morgan Stanley & Co. LLC.*** 10.73 Supplemental Confirmation dated January 20, 2023, to Master Confirmation dated July 29, 2015, for accelerated share repurchase transaction between Fifth Third Bancorp and Morgan Stanley & Co. LLC.*** 21 Fifth Third Bancorp Subsidiaries, as of February15, 2023. 23 Consent of Independent Registered Public Accounting Firm-Deloitte& Touche LLP. 31(i) Certification Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer. 31(ii) Certification Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer. 32(i) Certification Pursuant to 18 U.S.C. Section1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer. 32(ii) Certification Pursuant to 18 U.S.C. Section1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.