FIFTH THIRD BANCORP (Form: S-4, Received: 06/25/2019 17:03:17)

Large accelerated filer

Accelerated filer

Non-accelerated filer

☐ (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on June 25, 2019

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

________________________________________________________________________________________________________________

(Exact name of registrant as specified in its charter)

Ohio

6022

31-0854434

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

Fifth Third Center

38 Fountain Square Plaza

Cincinnati, Ohio 45202

(800) 972-3030

________________________________________________________________________________________________________________

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Susan B. Zaunbrecher

Executive Vice President, Corporate Secretary and Chief Legal Officer

Fifth Third Center

38 Fountain Square Plaza

Cincinnati, Ohio 45202

(800) 972-3030

________________________________________________________________________________________________________________

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Saema Somalya

H. Samuel Lind

Fifth Third Bancorp

38 Fountain Square Plaza

MD 10909F

Cincinnati, Ohio 45263

(513) 534-4300

William L. Taylor

Byron B. Rooney

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

(212) 450-4000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the merger.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

CALCULATION OF REGISTRATION FEE

Title of each class of

securities to be registered

Amount

to be

registered

Proposed

maximum

offering price

per unit

Proposed

maximum

aggregate

offering price

Amount of

registration fee

6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A, with no par value

200,000 ⁽¹⁾

N/A

$200,000,000 ⁽²⁾

$24,240.00 ⁽³⁾

Depositary Shares, each representing a 1/40 ^th interest in a share of 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A, with no par value

⁽⁴⁾

(1)	Represents the maximum number of shares of Fifth Third 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A (the “new Fifth Third preferred stock”) estimated to be issuable in connection with the merger, and is based on the product of (x) 1.0, the exchange ratio for such shares in the merger and (y) 200,000, which is the number of shares of MB Financial 6.00% Non-Cumulative Perpetual Preferred Stock, Series C (“MB Financial preferred stock”) issued and outstanding as of June 25, 2019.
(2)	The proposed maximum aggregate offering price of the registrant’s preferred stock was calculated based upon the book value per share of MB Financial preferred stock as of June 25, 2019 pursuant to Rule 457(f)(2) under the Securities Act.
(3)	Calculated pursuant to Rule 457 of the Securities Act by multiplying the proposed maximum aggregate offering price of securities to be registered by .0001212.
(4)	No separate registration fee will be payable in respect of the depositary shares each representing a 1/40 ^th interest in a share of the new Fifth Third preferred stock.

The information contained in this prospectus/information statement is subject to completion or amendment. A registration statement relating to the new Fifth Third preferred stock and related depositary shares to be issued in the merger has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus/information statement shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY PROSPECTUS/INFORMATION STATEMENT

DATED JUNE 25, 2019, SUBJECT TO COMPLETION

LOGO

MERGER PROPOSED

[●], 2019

Dear Stockholder:

On June 24, 2019, MB Financial, Inc., which we refer to as MB Financial, entered into an Agreement and Plan of Merger, which we refer to as the merger agreement, with Fifth Third Bancorp, which we refer to as Fifth Third. The merger agreement provides for the merger of MB Financial with and into Fifth Third, with Fifth Third as the surviving corporation, which we refer to as the merger.

Fifth Third owns all of the shares of MB Financial’s common stock, par value $0.01, which we refer to as MB Financial common stock. In the merger, each outstanding share of MB Financial common stock will be cancelled. Additionally, each share of MB Financial’s 6.00% Non-Cumulative Perpetual Preferred Stock, Series C, which we refer to as MB Financial preferred stock, will be converted into the right to receive one share of a newly created series of preferred stock of Fifth Third having substantially the same terms as MB Financial preferred stock. The newly created series of preferred stock is the Fifth Third 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A, with no par value, which we refer to as the new Fifth Third preferred stock.

Based on the number of shares of MB Financial preferred stock and the number of depositary shares, each representing a 1/40 ^th interest in a share of MB Financial preferred stock, outstanding as of [●], 2019, the total number of shares of the new Fifth Third preferred stock expected to be issued in connection with the merger is 200,000 and the total number of depositary shares expected to be issued in respect of the new Fifth Third preferred stock is 8,000,000. The depositary shares issued in respect of the new Fifth Third preferred stock are expected to be listed on the NASDAQ Global Select Market. The holders of shares of the new Fifth Third preferred stock will vote together with the holders of shares of Fifth Third’s common stock, no par value, which we refer to as the Fifth Third common stock, as a single class on all matters on which the holders of shares of the Fifth Third common stock are entitled to vote, with the holder of each share of the new Fifth Third preferred stock being entitled to 24 votes for each such share and the holder of each share of the Fifth Third common stock being entitled to one vote for each such share. Based on the number of issued and outstanding shares of Fifth Third common stock and the number of issued and outstanding shares of MB Financial preferred stock, in each case as of [●], 2019, and based on the exchange ratio of one share of the new Fifth Third preferred stock per share of MB Financial preferred stock, the holders of shares of MB Financial preferred stock immediately prior to the closing of the merger will hold, in the aggregate, approximately [●]% of the voting power of the shares of the Fifth Third common stock and the Fifth Third preferred stock, voting together as a single class.

MB Financial will hold a special meeting of its stockholders at which the holders of shares of MB Financial common stock, and the holders of shares of MB Financial preferred stock, which we refer to as MB Financial preferred stockholders, voting together as a single class, will be asked to approve the merger. The special meeting will be held on [●], 2019, at [●]:[●] a.m., local time, at The Horizon Center, located on the second floor of 580 Walnut Street, Cincinnati, Ohio 45202. Fifth Third holds approximately 95% of the votes entitled to be cast by all classes of MB Financial capital stock outstanding and entitled to vote on the merger. The holders of shares of MB Financial preferred stock collectively hold approximately 5% of the votes entitled to be cast by all classes of MB Financial capital stock outstanding and entitled to vote on the merger. The merger cannot be completed unless the holders of a majority of the votes entitled to be cast on the merger by all classes of MB Financial capital stock outstanding and entitled to vote thereon, voting together as a single class, approve the merger. It is expected that Fifth Third will vote all of its shares of MB Financial common stock in favor of the merger and in that event the merger will be approved regardless of how the holders of shares of MB Financial preferred stock vote.

We Are Not Asking You for a Proxy and You are Requested Not to Send Us a Proxy.

This prospectus/information statement provides you with detailed information about the proposed transaction. It also contains or references information about Fifth Third and MB Financial and certain related matters. You are encouraged to read this prospectus/information statement carefully. In particular, you should read the “ Risk Factors ” section beginning on page [●] for a discussion of the risks you should consider in evaluating the proposed transaction and how it may affect you.

Sincerely,

Susan B. Zaunbrecher

Executive Vice President, Corporate Secretary and Chief Legal Officer

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger or the issuance of the new Fifth Third preferred stock in connection with the merger or the other transactions described in this prospectus/information statement, or passed upon the adequacy or accuracy of the disclosures in this prospectus/information statement. Any representation to the contrary is a criminal offense.

The securities to be issued in connection with the merger are not savings accounts, deposits or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

This prospectus/information statement is dated [●], 2019, and is first being mailed to stockholders of MB Financial on or about [●], 2019.

WHERE YOU CAN FIND MORE INFORMATION

Fifth Third files annual, quarterly and special reports, proxy statements and other business and financial information with the Securities and Exchange Commission, which we refer to as the SEC. In addition, Fifth Third files reports and other business and financial information with the SEC electronically. The SEC maintains a website located at www.sec.gov containing this information, and reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You will also be able to obtain these documents, free of charge, from Fifth Third at ir.53.com under “SEC Filings”.

Fifth Third has filed a registration statement on Form S-4 of which this prospectus/information statement forms a part. As permitted by SEC rules, this prospectus/information statement does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement. You may obtain a free copy of the registration statement, including any amendments, schedules and exhibits at the addresses set forth below. Statements contained in this prospectus/information statement as to the contents of any contract or other documents referred to in this prospectus/information statement are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the registration statement. This prospectus/information statement incorporates by reference documents that Fifth Third has previously filed with the SEC. These documents contain important business and financial information about Fifth Third and its financial condition that is not included in or delivered with this prospectus/information statement. See “Incorporation of Certain Documents by Reference” beginning on page [●]. These documents are available without charge to you upon written or oral request to Fifth Third’s Investor Relations department. The address and telephone number of such department is listed below.

Fifth Third Bancorp

Fifth Third Center

38 Fountain Square Plaza

MD 1090QC

Cincinnati, Ohio 45202

(866) 670-0468

To obtain timely delivery of these documents, you must request the information no later than [ ● ], 2019 in order to receive them before the special meeting of MB Financial stockholders.

Shares of Fifth Third’s common stock, no par value, are traded on the NASDAQ Global Select Market, which we refer to as the NASDAQ, under the symbol “FITB”.

LOGO

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON [●], 2019

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of MB Financial, Inc., which we refer to as “MB Financial”, will be held on [●], 2019, at [●]:[●] a.m. local time, at The Horizon Center, located on the second floor of 580 Walnut Street, Cincinnati, Ohio 45202, for the following purpose:

For the holders of shares of MB Financial’s common stock, par value $0.01, which we refer to as MB Financial common stock, and the holders of shares of MB Financial’s 6.00% Non-Cumulative Perpetual Preferred Stock, Series C, which we refer to as MB Financial preferred stock, voting together as a single class, to approve the merger of MB Financial with and into Fifth Third Bancorp, which we refer to as Fifth Third, with Fifth Third surviving the merger, which we refer to as the merger. We refer to this proposal as the merger proposal.

The affirmative vote of the holders of a majority of the votes entitled to be cast by all classes of MB Financial capital stock outstanding and entitled to vote on the merger proposal, voting together as a single class, is required to approve the merger proposal. Fifth Third owns all of the shares of MB Financial common stock, which hold approximately 95% of the votes entitled to be cast by all classes of MB Financial capital stock outstanding and entitled to vote on the merger proposal. The holders of shares of MB Financial preferred stock collectively hold approximately 5% of the votes entitled to be cast by all classes of MB Financial capital stock outstanding and entitled to vote on the merger proposal. It is expected that Fifth Third will vote all of its shares of MB Financial common stock in favor of the merger and in that event the merger will be approved regardless of how the holders of shares of MB Financial preferred stock vote.

No other matters may be brought before the special meeting.

The prospectus/information statement accompanying this notice explains the merger agreement and the transactions contemplated thereby, as well as the merger proposal to be considered at the special meeting.

The MB Financial Board of Directors has set [●], 2019 as the record date for the special meeting. Only holders of record of shares of MB Financial common stock and MB Financial preferred stock at the close of business on [●], 2019 will be entitled to notice of and to vote at the special meeting and any adjournments or postponements thereof.

Fifth Third owns all of the shares of MB Financial common stock. American Stock Transfer & Trust Company, LLC, which we refer to as the depositary, holds of record all of the outstanding shares of MB Financial preferred stock on behalf of the holders of depositary shares, each representing a 1/40 ^th interest in a share of MB Financial preferred stock. The depositary is required to vote the shares of MB Financial preferred stock in accordance with the instructions of the holders of the depositary shares. Where we refer to the holders of shares of MB Financial preferred stock or MB Financial preferred stockholders, this includes holders of the depositary shares representing interests in the shares of MB Financial preferred stock unless the context indicates otherwise. The depositary will vote the shares of MB Financial preferred stock in accordance with the instructions it receives from holders of depositary shares representing interests in the shares of MB Financial preferred stock.

MB Financial stockholders may not participate in the special meeting by remote communications. Only Fifth Third, as the sole record holder of the shares of MB Financial common stock, and the depositary, as the sole record holder of the shares of MB Financial preferred stock, or any person granted a proxy by such stockholders of record, may attend the special meeting and vote in person. Holders of depositary shares may instruct the depositary how to vote the shares of MB Financial preferred stock under the terms of the deposit agreement among MB Financial, the depositary and the holders of the depositary receipts evidencing such depositary shares. If your depositary shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you instructions describing the procedure for voting your depositary shares.

By Order of the Board of Directors

Susan B. Zaunbrecher

Executive Vice President, Corporate Secretary and Chief Legal Officer

Chicago, Illinois

[●], 2019

TABLE OF CONTENTS

		Page
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING		1
SUMMARY		5
The Merger and the Merger Agreement		5
Merger Consideration		5
MB Financial Special Meeting of Stockholders		5
Regulatory Approvals Required for the Merger		6
Appraisal Rights		6
Conditions to the Merger		6
Termination		7
The Rights of MB Financial Preferred Stockholders Will Change as a Result of the Merger		7
Risk Factors		7
The Parties		7
SELECTED HISTORICAL FINANCIAL DATA FOR FIFTH THIRD		8
COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION		10
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		11
RISK FACTORS		12
Risks Related to the Merger		12
Additional Risks Relating to the New Fifth Third Preferred Stock or MB Financial Preferred Stock		13
Risks Relating to U.S. Federal Income Tax		13
Additional Risks Relating to Fifth Third After the Merger		14
MB FINANCIAL SPECIAL MEETING OF STOCKHOLDERS		15
Date, Time and Place of the Special Meeting		15
Purpose of the Special Meeting		15
Approval of the MB Financial Board of Directors		15
Record Date and Quorum		15
Required Vote		15
Treatment of Abstentions; Failure to Vote		16
Voting Instructions and Changes to a Vote		16
Attending the Special Meeting		16
INFORMATION ABOUT THE COMPANIES		17
THE MERGER		18
Terms of the Merger		18
Conversion of Shares; Exchange and Payment Procedures		18
Background of the Merger		19
Approval of the MB Financial Board of Directors and Reasons for the Merger		20
Fifth Third Board of Directors’ Reasons for the Merger		21
Management and Board of Directors of Fifth Third After the Merger		22
REGULATORY APPROVALS REQUIRED FOR THE MERGER		23
ACCOUNTING TREATMENT		24
RESALE OF THE NEW FIFTH THIRD PREFERRED STOCK		25
THE MERGER AGREEMENT		26
Effects of the Merger; Merger Consideration		26
Closing and Effective Time of the Merger		26
Conditions to the Merger		26
Termination		26
Amendment		27
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER		28
COMPARISON OF STOCKHOLDERS’ RIGHTS		31
General		31
Comparison of Stockholders’ Rights		31
DESCRIPTION OF FIFTH THIRD CAPITAL STOCK		42
General		42
Shares of Common Stock		42

Table of Contents

Shares of the Original Fifth Third Preferred Stock		46
Shares of the Fifth Third Class B Preferred Stock		48
APPRAISAL RIGHTS		51
EXPERTS		52
LEGAL OPINIONS		53
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		54


Appendices

Appendix A Agreement and Plan of Merger, dated as of June 24, 2019, by and between Fifth Third Bancorp and MB Financial, Inc.		A-1

Appendix B Form of Amendment to the Amended Articles of Incorporation of Fifth Third Bancorp		B-1

Table of Contents

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following are answers to certain questions that you may have regarding the merger and the special meeting. We urge you to read carefully the remainder of this prospectus/information statement. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this prospectus/information statement.

Q:	WHAT IS THE MERGER?

A:	Fifth Third Bancorp, an Ohio corporation, which we refer to as Fifth Third, and MB Financial, Inc., a Maryland corporation and a subsidiary of Fifth Third, which we refer to as MB Financial, have entered into an Agreement and Plan of Merger, dated as of June 24, 2019, as it may be amended from time to time, which we refer to as the merger agreement. The merger agreement provides for the merger of MB Financial with and into Fifth Third, with Fifth Third as the surviving corporation, which we refer to as the merger.

	MB Financial will hold a special meeting of its stockholders to obtain the required stockholder approvals, which we refer to as the special meeting. A copy of the merger agreement is attached to this prospectus/information statement as Appendix A. We urge you to read carefully this prospectus/information statement and the merger agreement in their entirety.

Q:	WHY AM I RECEIVING THIS DOCUMENT?

A:	This document constitutes both an information statement of MB Financial and a prospectus of Fifth Third. It is an information statement with respect to, and provides notice of, the special meeting of the stockholders of MB Financial to be held on [●], 2019. It is a prospectus because Fifth Third is offering in connection with the merger, shares of its newly created series of preferred stock designated 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A, which we refer to as the new Fifth Third preferred stock, and depositary shares in respect thereof, in exchange for the outstanding shares of MB Financial’s 6.00% Non-Cumulative Perpetual Preferred Stock, Series C, which we refer to as MB Financial preferred stock, and depositary shares in respect thereof.

Q:	WHAT WILL MB FINANCIAL COMMON STOCKHOLDERS RECEIVE IN THE MERGER?

A:	All shares of MB Financial common stock are owned by Fifth Third. If the merger is completed, each share of MB Financial common stock issued and outstanding immediately prior to the effective time of the merger will be cancelled.

Q:	WHAT WILL MB FINANCIAL PREFERRED STOCKHOLDERS RECEIVE IN THE MERGER?

A:	If the merger is completed, each share of MB Financial preferred stock will be converted into the right to receive one share of the new Fifth Third preferred stock. The new Fifth Third preferred stock will have substantially the same terms as MB Financial preferred stock, and in any event the powers, preferences and special rights of the new Fifth Third preferred stock will not be materially less favorable to the holders of shares of MB Financial preferred stock than the powers, preferences and special rights of the MB Financial preferred stock, taken as a whole. There are certain differences that are not material, such as (i) the MB Financial preferred stock has a par value of $0.01 per share and the new Fifth Third preferred stock has no par value, and (ii) dividend payment dates. If declared by the MB Financial Board of Directors, dividends are currently payable on shares of MB Financial preferred stock quarterly, in arrears, on February 25, May 25, August 25 and November 25 of each year. If declared by the Fifth Third Board of Directors, dividends will be payable on shares of the new Fifth Third preferred stock quarterly, in arrears, on March 31, June 30, September 30 and December 31 of each year. It is anticipated that the MB Financial Board of Directors will declare a dividend on the shares of MB Financial preferred stock for the August 25 payment date and in accordance with the terms of the MB Financial preferred stock that dividend will be payable on August 26, 2019, which is the first business day after August 25, 2019 and is also the expected date of the closing of the merger agreement. The first dividend payable on shares of the new Fifth Third preferred stock will accrue starting on August 25, 2019 and, if declared by the Fifth Third Board of Directors, will be paid on September 30, 2019.

Q:	WHAT WILL HAPPEN TO THE DEPOSITARY SHARES REPRESENTING MB FINANCIAL PREFERRED STOCK?

A:	American Stock Transfer & Trust Company, LLC, which we refer to as the depositary, holds of record all of the outstanding shares of MB Financial preferred stock on behalf of the holders of depositary shares, each representing a 1/40 ^th interest in a share of MB Financial preferred stock. Upon the completion of the exchange of MB Financial preferred stock for the new Fifth Third preferred stock by the depositary, as the record holder of the MB Financial preferred stock, the depositary will call for the surrender of the depositary receipts evidencing the depositary shares, each representing a 1/40 ^th interest in a share of MB Financial preferred stock, pursuant to the deposit agreement among MB Financial, the depositary and the holders of such depositary receipts, and cancel such surrendered depositary receipts. The depositary will then issue new depositary receipts, each representing a 1/40 ^th interest in a share of the new Fifth Third preferred stock to the former holders of the depositary shares, each representing a 1/40 ^th interest in a share of the new Fifth Third preferred stock. Unless the context otherwise requires, references to “depositary shares” means the depositary shares representing a 1/40 ^th interest in a share of MB Financial preferred stock or the depositary shares representing a 1/40 ^th interest in a share of the new Fifth Third preferred stock, as applicable, and references to “depositary receipts” means the depositary receipts representing the applicable depositary shares.

Table of Contents



Q:	WILL THE DEPOSITARY SHARES REPRESENTING INTERESTS IN THE NEW FIFTH THIRD PREFERRED STOCK BE LISTED ON THE NASDAQ FOLLOWING COMPLETION OF THE MERGER?

A:	Prior to the effective time of the merger, Fifth Third will seek to cause the depositary shares representing interests in the new Fifth Third preferred stock to be approved for listing on the NASDAQ.

Q:	WHEN WILL THE MERGER BE COMPLETED?

A:	The parties expect that the merger will be completed on August 26, 2019. However, neither Fifth Third nor MB Financial can assure you of when or if the merger will be completed, and it is possible that factors outside of the control of both companies, including whether and when any required regulatory approvals or waivers will be received, could result in the merger being completed at a different time or not at all. In addition, Fifth Third can terminate the merger agreement at any time, including after the MB Financial stockholders approve the merger at the special meeting.

Q:	WHAT ARE MB FINANCIAL STOCKHOLDERS BEING ASKED TO VOTE ON?

A:	Holders of shares of MB Financial common stock, which we refer to as MB Financial common stockholders, and holders of shares of MB Financial preferred stock, which we refer to as MB Financial preferred stockholders, are being asked to vote on a proposal to approve the merger, which we refer to as the merger proposal. We refer to MB Financial common stockholders and MB Financial preferred stockholders collectively as MB Financial stockholders.

	All shares of MB Financial common stock are owned by Fifth Third. American Stock Transfer & Trust Company, LLC, which we refer to as the depositary, holds of record all of the outstanding shares of MB Financial preferred stock on behalf of the holders of depositary shares, each representing a 1/40 ^th interest in a share of MB Financial preferred stock. The depositary is required to vote the shares of MB Financial preferred stock in accordance with the instructions of the holders of the depositary shares. Where we refer to “holders of shares of MB Financial preferred stock” or “MB Financial preferred stockholders,” this includes holders of the depositary shares representing interests in shares of MB Financial preferred stock unless the context indicates otherwise. The merger cannot be completed unless the holders of a majority of the votes entitled to be cast by all classes of MB Financial capital stock outstanding and entitled to vote on the merger, voting together as a single class, approve the merger. It is expected that Fifth Third will vote all of its shares of MB Financial common stock in favor of the merger and in that event the merger will be approved regardless of how the holders of shares of MB Financial preferred stock vote.

Q:	WHAT CONSTITUTES A QUORUM AT THE SPECIAL MEETING?

A:	The holders of a majority of the votes entitled to be cast by all classes of MB Financial capital stock entitled to vote at the special meeting, as of [●], 2019, which we refer to as the record date, present in person or represented by proxy, will constitute a quorum at the special meeting.

Q:	WHAT VOTE IS REQUIRED TO APPROVE THE MERGER PROPOSAL AT THE SPECIAL MEETING?

A:	The affirmative vote of the holders of a majority of the votes entitled to be cast by all classes of MB Financial capital stock outstanding and entitled to vote on the merger proposal, voting together as a single class, is required to approve the merger proposal. Through its ownership of all of the shares of MB Financial common stock, Fifth Third holds approximately 95% of the votes entitled to be cast by all classes of MB Financial capital stock outstanding and entitled to vote on the merger proposal. It is expected that Fifth Third will vote all of its shares of MB Financial common stock in favor of the merger and in that event the merger will be approved regardless of how the holders of shares of MB Financial preferred stock vote.

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Q:	HAS THE MB FINANCIAL BOARD OF DIRECTORS APPROVED THE MERGER?

A:	Yes. The MB Financial Board of Directors has approved the merger.

Q:	WHEN AND WHERE IS THE SPECIAL MEETING?

A:	The special meeting will be held on [●], 2019, at [●]:[●] a.m. local time, at The Horizon Center, located on the second floor of 580 Walnut Street, Cincinnati, Ohio 45202.

Q:	HOW DO I VOTE?

A:	Depositary shares, each representing a 1/40 ^th interest in a share of MB Financial preferred stock, may be voted only by providing voting instructions to the depositary, and the depositary will vote the shares of MB Financial preferred stock represented thereby in accordance with such instructions. Holders of depositary shares may instruct the depositary how to vote the shares of MB Financial preferred stock under the terms of the deposit agreement among MB Financial, the depositary and the holders of the depositary receipts evidencing such depositary shares. If your depositary shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you instructions describing the procedure for voting your depositary shares.

Q:	IF MY DEPOSITARY SHARES ARE HELD IN “STREET NAME” BY A BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER, BANK OR OTHER NOMINEE VOTE MY DEPOSITARY SHARES FOR ME?

A:	If you hold depositary shares representing interests in MB Financial preferred stock, in “street name” through a broker, bank or other holder of record, you must provide the record holder of your depositary shares with instructions on how to vote your depositary shares. Please follow the voting instructions provided by the broker or bank. If you hold depositary shares representing interests in MB Financial preferred stock in street name and do not instruct your broker, bank or other nominee on how to vote your depositary shares, your broker, bank or other nominee will not vote your depositary shares on the merger proposal. This will have the same effect as a vote cast against the merger proposal.

Q:	WHAT IF I ATTEND THE SPECIAL MEETING AND ABSTAIN OR DO NOT VOTE?

A:	For purposes of the special meeting, an abstention occurs when an MB Financial stockholder attends the MB Financial special meeting, either in person or by proxy, but abstains from voting. An abstention or failure to vote will have the same effect as a vote cast against the merger proposal.

Q:	ARE MB FINANCIAL STOCKHOLDERS ENTITLED TO APPRAISAL RIGHTS?

A:	MB Financial is holding a special meeting of its stockholders on July 18, 2019, which we refer to as the MB Financial charter amendment special meeting, to vote on a proposal to amend MB Financial’s charter, which we refer to as the MB Financial charter, to (i) clarify that MB Financial stockholders shall not be entitled to exercise any rights of an objecting stockholder provided for under the Maryland General Corporation Law and (ii) remove provisions relating to the approval of certain business combinations with an interested stockholder (as defined in the MB Financial charter) in their entirety. We refer to this amendment as the MB Financial charter amendment and this proposal as the MB Financial charter amendment proposal. The affirmative vote of the holders of a majority of the votes entitled to be cast by all classes of MB Financial capital stock outstanding and entitled to vote on the MB Financial charter amendment proposal, voting together as a single class, is required to approve the MB Financial charter amendment proposal. Through its ownership of all of the shares of MB Financial common stock, Fifth Third holds approximately 95% of the votes entitled to be cast by all classes of MB Financial capital stock outstanding and entitled to vote on the MB Financial charter amendment proposal. It is expected that Fifth Third will vote all of its shares of MB Financial common stock in favor of the MB Financial charter amendment proposal and in that event the MB Financial charter amendment proposal will be approved regardless of how the holders of shares of MB Financial preferred stock vote. As such, MB Financial stockholders will not be entitled to appraisal rights in connection with the merger.

Q:	WHAT ARE THE MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO MB FINANCIAL PREFERRED STOCKHOLDERS?

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It is expected that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the Code. Based on customary representations made by Fifth Third and MB Financial, Fifth Third expects to receive, at or prior to the completion of the merger, an opinion from Davis Polk & Wardwell LLP, counsel to Fifth Third, to the effect that, based on the law as of the date thereof, the merger will qualify as a reorganization under Section 368(a) of the Code. If the merger qualifies as a reorganization for U.S. federal income tax purposes, beneficial owners of MB Financial preferred stock who receive solely new Fifth Third preferred stock in the merger will not recognize any gain or loss for U.S. federal income tax purposes.

If the shares of Fifth Third preferred stock are treated, for U.S. federal income tax purposes, as issued for an amount that exceeds a de minimis premium to the amount for which Fifth Third can redeem the Fifth Third preferred stock in the future, it is possible that the shares of Fifth Third preferred stock will qualify as “fast-pay stock” that is part of a “fast-pay arrangement.” In addition, dividends on the Fifth Third preferred stock will begin to accrue prior to issuance, which could also result in the United States Internal Revenue Service, which we refer to as the IRS, taking the position that the Fifth Third preferred stock is fast-pay stock. If the Fifth Third preferred shares are part of a fast-pay arrangement, beneficial owners of the Fifth Third preferred stock would have to comply with certain reporting requirements relating to “reportable transactions.” For a more detailed discussion, please see the section of this prospectus/information statement entitled “ Material United States Federal Income Tax Consequences of the Merger—Possible Fast-Pay Arrangement .”

For a more detailed discussion of the material United States federal income tax consequences of the transaction, see “ Material United States Federal Income Tax Consequences of the Merger .”

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SUMMARY

This summary highlights selected information included in this prospectus/information statement and does not contain all of the information that may be important to you. You should read this entire document and its appendices and the other documents to which we refer. In addition, we incorporate by reference important business and financial information about Fifth Third into this prospectus/information statement. See “Where You Can Find More Information” in the forepart of this prospectus/information statement and “Incorporation of Certain Documents by Reference” beginning on page [●]. Each item in this summary includes a page reference directing you to a more complete description of that item.

The Merger and the Merger Agreement (page [●])

The terms and conditions of the merger are contained in the merger agreement, which is attached as Appendix A to this prospectus/information statement. We encourage you to read the merger agreement carefully, as it is the legal document that governs the merger.

If the merger is approved by the MB Financial stockholders and the merger is subsequently completed, MB Financial will merge with and into Fifth Third, with Fifth Third surviving the merger.

Merger Consideration (page [●])

All shares of MB Financial common stock issued and outstanding are held by Fifth Third, and will be cancelled at the effective time of the merger.

Each share of MB Financial preferred stock issued and outstanding immediately prior to the effective time of the merger will automatically be converted into the right to receive a share of the new Fifth Third preferred stock with the terms as set forth on Appendix B. The new Fifth Third preferred stock will have substantially the same terms as MB Financial preferred stock, and in any event the powers, preferences and special rights of the new Fifth Third preferred stock will not be materially less favorable to the holders of shares of MB Financial preferred stock than the powers, preferences and special rights of the MB Financial preferred stock, taken as a whole. There are certain differences that are not material, such as (i) the MB Financial preferred stock has a par value of $0.01 per share and the new Fifth Third preferred stock has no par value, and (ii) dividend payment dates. If declared by the MB Financial Board of Directors, dividends are currently payable on shares of MB Financial preferred stock quarterly, in arrears, on February 25, May 25, August 25 and November 25 of each year. If declared by the Fifth Third Board of Directors, dividends will be payable on shares of the new Fifth Third preferred stock quarterly, in arrears, on March 31, June 30, September 30 and December 31 of each year. It is anticipated that the MB Financial Board of Directors will declare a dividend on the shares of MB Financial preferred stock for the August 25 payment date and in accordance with the terms of the MB Financial preferred stock that dividend will be payable on August 26, 2019, which is the first business day after August 25, 2019 and is also the expected date of the closing of the merger agreement. The first dividend payable on shares of the new Fifth Third preferred stock will accrue starting on August 25, 2019 and, if declared by the Fifth Third Board of Directors, will be paid on September 30, 2019.

MB Financial Special Meeting of Stockholders (page [●])

The special meeting will be held on [●], 2019, at [●]:[●] a.m. local time, at The Horizon Center, located on the second floor of 580 Walnut Street, Cincinnati, Ohio 45202.

The special meeting is being held for MB Financial stockholders to vote on the merger proposal.

As of the record date, there were 85,000,000 shares of MB Financial common stock outstanding and entitled to vote on the merger proposal, all of which were held of record by Fifth Third. Each share of MB Financial common stock entitles the holder thereof as of the record date to one vote at the special meeting on each proposal to be considered at the special meeting. As of the record date, there were 200,000 shares of MB Financial preferred stock outstanding and entitled to vote on the merger proposal, all of which were held by American Stock Transfer & Trust Company, LLC, which we refer to as the depositary, on behalf of the holders of depositary shares each representing a 1/40 ^th interest in a share of MB Financial preferred stock. Each share of MB Financial preferred stock entitles the holder thereof as of the record date to 24 votes at the special meeting on the proposal to be considered at the special meeting. Under the terms of the deposit agreement among MB Financial, the depositary and the holders from time to time of the depositary receipts evidencing the depositary shares, the depositary is required to vote the shares of MB Financial preferred stock in accordance with the instructions of the holders of the depositary shares. Where we refer to “holders of MB Financial preferred stock” or “MB Financial preferred stockholders”, this includes holders of the depositary shares unless the context indicates otherwise.

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As of the record date, the directors and executive officers of MB Financial and their affiliates beneficially owned [●] depositary shares representing interests in shares of MB Financial preferred stock. As of the record date, excluding shares held in a fiduciary or agency capacity, Fifth Third and its directors and executive officers and their affiliates beneficially owned [●] depositary shares representing interests in shares of MB Financial preferred stock.

The holders of a majority of the votes entitled to be cast by all classes of MB Financial capital stock entitled to vote at the special meeting, as of the record date, present in person or represented by proxy, will constitute a quorum at the special meeting.

The affirmative vote of the holders of a majority of the votes entitled to be cast by all classes of MB Financial capital stock outstanding and entitled to vote on the merger proposal, voting together as a single class, is required to approve the merger proposal. Through its ownership of all of the shares of MB Financial common stock, Fifth Third holds approximately 95% of the votes entitled to be cast by all classes of MB Financial capital stock outstanding and entitled to vote on the merger proposal. It is expected that Fifth Third will vote all of its shares of MB Financial common stock in favor of the merger and in that event the merger will be approved regardless of how the holders of shares of MB Financial preferred stock vote.

Regulatory Approvals or Waivers Required for the Merger (page [●])

Completion of the merger is subject to approval from the Board of Governors of the Federal Reserve System, which we refer to as the Federal Reserve Board, or the waiver of such approval requirements by the Federal Reserve Board. We have submitted, or are in the process of submitting, notices, applications or requests to obtain the necessary regulatory approvals or waivers. Although we currently believe we should be able to obtain all required regulatory approvals or waivers in a timely manner, we cannot be certain when or if we will obtain them or, if obtained, whether they will contain terms, conditions or restrictions not currently contemplated that will be detrimental to Fifth Third or its subsidiaries after the completion of the merger. The regulatory approvals or waivers to which completion of the merger are subject are described in more detail in the section of this prospectus/information statement entitled “Regulatory Approvals or Waivers Required for the Merger” beginning on page [●].

Appraisal Rights (page [●])

MB Financial is holding the MB Financial charter amendment special meeting on July 18, 2019 to vote on a proposal to amend the MB Financial charter to (i) clarify that MB Financial stockholders shall not be entitled to exercise any rights of an objecting stockholder provided for under the Maryland General Corporation Law and (ii) remove provisions relating to the approval of certain business combinations with an interested stockholder (as defined in the MB Financial charter) in their entirety. The affirmative vote of the holders of a majority of the votes entitled to be cast by all classes of MB Financial capital stock outstanding and entitled to vote on the MB Financial charter amendment proposal, voting together as a single class, is required to approve the MB Financial charter amendment proposal. Through its ownership of all of the shares of MB Financial common stock, Fifth Third holds approximately 95% of the votes entitled to be cast by all classes of MB Financial capital stock outstanding and entitled to vote on the MB Financial charter amendment proposal. It is expected that Fifth Third will vote all of its shares of MB Financial common stock in favor of the MB Financial charter amendment proposal and in that event the MB Financial charter amendment proposal will be approved regardless of how the holders of shares of MB Financial preferred stock vote. As such, MB Financial stockholders will not be entitled to appraisal rights in connection with the merger.

Conditions to the Merger (page [●])

The obligations of Fifth Third and MB Financial to complete the merger are each subject to the satisfaction (or waiver, if permitted) of the following conditions:

	•		receipt of the requisite approval of MB Financial stockholders of the merger;

	•		receipt of the requisite approval of MB Financial stockholders of the MB Financial charter amendment;

	•		the receipt of all required regulatory approvals or waivers that are necessary to consummate the transactions contemplated by the merger agreement; and

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•

the absence of any order, injunction, decree, statute, rule, regulation or other legal restraint or prohibition preventing the consummation of, or which prohibits or makes illegal the consummation of, the transactions contemplated by the merger agreement.

Termination (page [●])

The merger agreement may be terminated by Fifth Third at any time prior to the effective time of the merger, whether before or after approval of the merger by MB Financial stockholders.

The Rights of MB Financial Preferred Stockholders Will Change as a Result of the Merger (page [●])

The rights of MB Financial preferred stockholders will change as a result of the merger. The rights of MB Financial stockholders are governed by Maryland law and by the MB Financial charter and MB Financial’s bylaws, which we refer to as the MB Financial bylaws. Upon completion of the merger, MB Financial preferred stockholders will become stockholders of Fifth Third, and their rights will be governed by Ohio law and Fifth Third’s articles of incorporation, which we refer to as the Fifth Third articles, and Fifth Third’s code of regulations, which we refer to as the Fifth Third regulations. For more information, see “ Comparison of Stockholders’ Rights ” beginning on page [●].

If the merger is completed, each share of MB Financial preferred stock will be converted into the right to receive one share of the new Fifth Third preferred stock. The new Fifth Third preferred stock will have substantially the same terms as MB Financial preferred stock and in any event the powers, preferences and special rights of the new Fifth Third preferred stock will not be materially less favorable to the holders of shares of MB Financial preferred stock than the powers, preferences and special rights of the MB Financial preferred stock, taken as a whole. For more information, see “ Description of Fifth Third Capital Stock ” beginning on page [●].

Risk Factors (page [●])

You should consider all the information contained in or incorporated by reference into this prospectus/information statement. In particular, you should consider the factors described under “ Risk Factors ” beginning on page [●].

The Parties (page [●])

Fifth Third Bancorp
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Phone: (800) 972-3030

Fifth Third is an Ohio corporation that is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended, and has elected to be treated as a financial holding company under the Gramm-Leach-Bliley Act of 1999 and regulations of the Federal Reserve Board. Fifth Third was organized in 1975 and serves as the parent holding company for Fifth Third Bank, which we refer to as Fifth Third Bank, its principal subsidiary, through which it provides most of its banking services. As of March 31, 2019, Fifth Third had total assets of $167.9 billion. Fifth Third and its subsidiaries had 20,115 full-time equivalent employees as of March 31, 2019.

MB Financial, Inc.
800 West Madison Street
Chicago, Illinois 60607
Phone: (888) 422-6562

MB Financial is a Maryland corporation that is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended, and has elected to be treated as a financial holding company under the Gramm-Leach-Bliley Act of 1999 and regulations of the Federal Reserve Board. On March 22, 2019, MB Financial merged with a newly formed subsidiary of Fifth Third, with MB Financial as the surviving entity. As a result of the merger, MB Financial became a wholly owned direct subsidiary of Fifth Third.

MB Financial was previously the holding company for MB Financial Bank, N.A., which offered a broad range of financial services predominantly to small and middle market businesses and individuals. On May 3, 2019, MB Financial Bank, N.A. merged with and into Fifth Third Bank, with Fifth Third Bank as the surviving entity. MB Financial received an approximate 8% ownership interest in Fifth Third Financial Corporation (which is a subsidiary of Fifth Third and the parent company of Fifth Third Bank) as the merger consideration in such merger. Through its ownership interest in Fifth Third Financial Corporation, MB Financial is an approximately 8% indirect owner of Fifth Third Bank. As a result of such merger of MB Financial Bank, N.A. with and into Fifth Third Bank, MB Financial no longer has any material assets or operations, other than its ownership interest in Fifth Third Financial Corporation and its ownership of 100% of the interests of certain statutory business trusts, which have issued trust preferred securities (TruPS) that are guaranteed by MB Financial.

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SELECTED HISTORICAL FINANCIAL DATA FOR FIFTH THIRD

The following table presents selected financial results of Fifth Third for the periods and at the dates indicated and should be read in conjunction with Fifth Third’s consolidated financial statements and the notes to the consolidated financial statements contained in reports that Fifth Third has previously filed with the SEC. Historical financial information for Fifth Third can be found in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 and its Annual Report on Form 10-K for the year ended December 31, 2018. See “ Where You Can Find More Information ” in the forepart of this prospectus/information statement for instructions on how to obtain the information that has been incorporated by reference into this prospectus/information statement. Financial amounts as of and for the three months ended March 31, 2019 and 2018 are unaudited (and are not necessarily indicative of the results of operations for the full year or any other interim period), but management of Fifth Third believes that such amounts reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of its results of operations and financial position as of the dates and for the periods indicated. You should not assume the results of operations for past periods indicate results for any future period.

	Three months ended March 31,						Years ended December 31,
(dollars in millions, except per share data)	2018			2017			2017			2016			2015			2014			2013
	(unaudited)
RESULTS OF OPERATIONS— FOR THE PERIOD
Interest income	$	1,206		$	1,086		$	4,489		$	4,193		$	4,028		$	4,030		$	3,973
Interest expense		210			153			691			578			495			451			412

Net interest income		996			933			3,798			3,615			3,533			3,579			3,561
Provision for loan and lease losses		23			74			261			343			396			315			229

Net interest income after provision for loan and lease losses		973			859			3,537			3,272			3,137			3,264			3,332
Noninterest income		909			523			3,224			2,696			3,003			2,473			3,227
Noninterest expense		1,046			986			3,990			3,903			3,775			3,709			3,961

Income before income taxes		836			396			2,771			2,065			2,365			2,028			2,598
Applicable income tax expense		132			91			577			505			659			545			772

Net income		704			305			2,194			1,560			1,706			1,483			1,826
Less: Net income attributable to noncontrolling interests		—			—			—			(4	)		(6	)		2			(10	)

Net income attributable to Fifth Third		704			305			2,194			1,564			1,712			1,481			1,836

Net income attributable to Fifth Third common shareholders	$	689		$	290		$	2,119		$	1,489		$	1,637		$	1,414		$	1,799

PER COMMON SHARE
Net income attributable to Fifth Third common shareholders		0.99			0.38			2.88			1.95			2.03			1.68			2.05
Net income attributable to Fifth Third common shareholders— assuming dilution		0.97			0.38			2.83			1.93			2.01			1.66			2.02
Cash dividends declared per share		0.16			0.14			0.60			0.53			0.52			0.51			0.47
Book value at period end		21.68			20.13			21.67			19.82			18.48			17.35			15.85
Dividend payout ratio		16.2	%		36.8	%		20.8	%		27.2	%		25.6	%		30.3	%		22.9	%
Weighted-average common shares outstanding—basic (in thousands)		689,820			747,668			728,289			757,432			798,628			833,116			869,463

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	Three months ended March 31,						Years ended December 31,
(dollars in millions, except per share data)	2018			2017			2017			2016			2015			2014			2013
	(unaudited)
Weighted-average common shares outstanding—diluted (in thousands)		704,101			760,809			740,691			764,495			807,659			842,967			894,736

BALANCE SHEET DATA—AT PERIOD END
Loans and leases, including held for sale	$	92,687		$	92,244		$	92,462		$	92,849		$	93,485		$	91,345		$	89,558
Interest-earning assets		127,265			126,134			127,921			127,222			125,656			122,214			113,822
Total assets		141,500			140,200			142,193			142,177			141,082			138,706			130,443
Deposits		105,461			104,156			103,162			103,821			103,205			101,712			99,275
Long-term debt		14,800			13,658			14,904			14,388			15,844			14,967			9,633
Fifth Third common shareholders’ equity		14,853			15,099			15,034			14,874			14,508			14,295			13,555
Fifth Third shareholders’ equity		16,184			16,430			16,365			16,205			15,839			15,626			14,589

PERFORMANCE RATIOS
Return on average total assets		2.02	%		0.88	%		1.56	%		1.10	%		1.22	%		1.12	%		1.48	%
Return on average common equity		18.6			7.8			13.9			9.8			11.3			10.0			13.1
Net interest margin (FTE)		3.18			3.02			3.03			2.88			2.88			3.10			3.32

CAPITAL RATIOS
Fifth Third average shareholders’ equity to average assets		11.52	%		11.72	%		11.80	%		11.67	%		11.33	%		11.59	%		11.56	%
Fifth Third average common shareholders’ equity to average assets		10.58			10.77			10.85			10.73			10.38			10.68			11.07
Tier 1 risk-based capital		11.95			11.90			11.74			11.50			10.93			10.83			10.43
Total risk-based capital		15.25			15.45			15.16			15.02			14.13			14.33			14.17
Tier 1 leverage		10.11			10.15			10.01			9.90			9.54			9.66			9.73

OTHER DATA
Full-time equivalent employees		18,344			17,763			18,125			17,844			18,261			18,351			19,446
Branches		1,153			1,155			1,154			1,191			1,254			1,302			1,320

FTE = Fully taxable-equivalent

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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

The table below sets forth, for the calendar quarters indicated, the high and low sales prices, as well as the dividend paid, per share of Fifth Third common stock, which trades on the NASDAQ under the symbol “FITB”.

The shares of MB Financial common stock are not currently traded on any public market and are not registered under Section 12 of the Securities Exchange Act of 1934. All of the shares of MB Financial common stock are held by Fifth Third. Prior to March 22, 2019, MB Financial common stock was traded on the NASDAQ under the symbol “MBFI”. The table below sets forth, for the calendar quarters indicated, the high and low sales prices, as well as the dividend paid, per share of MB Financial common stock. If the merger is approved by MB Financial stockholders, all of the shares of MB Financial common stock will be cancelled upon the effective time of the merger. There are no equity securities of MB Financial authorized for issuance under any equity compensation plan of MB Financial.

	Fifth Third Common Stock						MB Financial Common Stock
	High		Low		Dividend		High		Low		Dividend
2017
First Quarter	$	28.97	$	24.02	$	0.14	$	48.47	$	39.97	$	0.19
Second Quarter		26.69		23.20		0.14		45.22		39.20		0.21
Third Quarter		28.06		24.66		0.16		45.54		38.28		0.21
Fourth Quarter		31.83		27.38		0.16		47.64		42.39		0.21

2018
First Quarter	$	34.57	$	30.18	$	0.16	$	47.50	$	39.15	$	0.24
Second Quarter		34.67		28.55		0.18		51.59		39.68		0.24
Third Quarter		30.31		27.43		0.18		49.42		45.64		0.24
Fourth Quarter		29.00		22.12		0.22		47.68		37.13		0.24
2019
First Quarter ⁽¹⁾	$	29.00	$	23.11	$	0.22	$	47.46	$	39.05	$	N/A
Second Quarter		[●]		[●]		[●]		N/A		N/A		N/A

¹ With respect to MB Financial, this reflects the information in the first quarter of 2019 through March 21, 2019.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus/information statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, Fifth Third’s and MB Financial’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible” or “potential,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements. Actual results may differ materially from current projections.

In addition to factors previously disclosed in Fifth Third’s reports filed with the SEC and those identified elsewhere in this filing (including the “ Risk Factors ” beginning on page [●]), the following factors among others, could cause actual results to differ materially from forward-looking statements or historical performance:

•

the ability to satisfy closing conditions to the merger on the expected terms and schedule;

•

the ability to obtain regulatory approvals or waivers required to complete the merger, and the timing and conditions for such approvals or waivers, including conditions that result in a material delay or the abandonment of the merger or otherwise have an adverse impact on the surviving company;

•

delay in closing the merger;

•

business disruptions;

•

changes in asset quality and credit risk;

•

the inability to sustain revenue and earnings growth;

•

changes in interest rates and capital markets;

•

inflation;

•

customer acceptance of Fifth Third?s products and services;

•

customer borrowing, repayment, investment and deposit practices;

•

customer disintermediation;

•

the introduction, withdrawal, success and timing of business initiatives;

•

competitive conditions;

•

the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures;

•

economic conditions; and

•

the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

For any forward-looking statements made in this prospectus/information statement or in any documents incorporated by reference into this prospectus/information statement, Fifth Third and MB Financial claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this prospectus/information statement or the date of the applicable document incorporated by reference in this prospectus/information statement. Except to the extent required by applicable law, Fifth Third and MB Financial do not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the dates on which the forward-looking statements are made. All forward-looking statements, whether written or oral, concerning the merger or other matters addressed in this prospectus/information statement and attributable to Fifth Third, MB Financial or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this prospectus/information statement.

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RISK FACTORS

In addition to the other information contained in or incorporated by reference into this prospectus/information statement, including the matters addressed under the caption “Forward-Looking Statements,” you should carefully consider the following risk factors in deciding how to vote on the proposal presented in this prospectus/information statement. See “Where You Can Find More Information” in the forepart of this prospectus/information statement and “Incorporation of Certain Documents by Reference” beginning on page [●] .

Risks Related to the Merger

Regulatory Approvals or Waivers May Not Be Received, May Take Longer than Expected or May Impose Conditions that Are Not Presently Anticipated or Cannot Be Met.

Before the transactions contemplated in the merger agreement can be completed, regulatory approval must be obtained from the Federal Reserve Board, or the Federal Reserve Board must waive the requirement for regulatory approval. In deciding whether to grant or waive approval, the Federal Reserve Board will consider a variety of factors, including the regulatory standing of each of the parties. An adverse development in either party’s regulatory standing or other factors could result in an inability to obtain one or more of the required regulatory approvals or waivers or delay receipt of required approvals or waivers. The Federal Reserve Board has stated that if supervisory issues arise during processing of an application for approval of a merger transaction, a banking organization will be expected to withdraw its application pending resolution of such supervisory concerns. Accordingly, if there is an adverse development in either party’s regulatory standing, Fifth Third may be required to withdraw its application for approval of the proposed merger (or its request for waiver of required regulatory approval) and, if possible, resubmit it after the applicable supervisory concerns have been resolved.

The terms of the approvals or waivers that are granted may impose conditions, limitations, obligations or costs, or place restrictions on the conduct of the combined company’s business or require changes to the terms of the transactions contemplated by the merger agreement. There can be no assurance that the Federal Reserve Board will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting the revenues of the combined company following the merger or otherwise reduce the anticipated benefits of the merger if the merger were consummated successfully within the expected timeframe. Nor can there be any assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the merger. Additionally, the completion of the merger is conditioned on the absence of certain orders, injunctions or decrees by any court or regulatory agency of competent jurisdiction that would prohibit or make illegal the completion of any of the transactions contemplated by the merger agreement.

Fifth Third and MB Financial believe that the proposed transactions should not raise significant regulatory concerns and that Fifth Third will be able to obtain all requisite regulatory approvals or waivers in a timely manner. However, the processing time for obtaining regulatory approvals or waivers for mergers of banking institutions, particularly for larger institutions, has increased since the financial crisis.

The Merger Agreement May Be Terminated in Accordance with Its Terms and the Merger May Not Be Completed.

The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the merger. Those conditions include: approval of the merger by MB Financial stockholders, approval of the MB Financial charter amendment by MB Financial stockholders, receipt of requisite regulatory approvals or waivers, and absence of orders prohibiting completion of any of the proposed transactions. These conditions to the closing of the merger may not be fulfilled in a timely manner or at all, and, accordingly, the merger may not be completed. In addition, Fifth Third can decide to terminate the merger agreement at any time, before or after MB Financial stockholder approval.

MB Financial Stockholders Will Become Stockholders of an Ohio Corporation and Will Have Their Rights As Stockholders Governed by Fifth Third’s Organizational Documents and Ohio Law.

Upon completion of the merger, holders of shares of MB Financial preferred stock will become holders of shares of the new Fifth Third preferred stock, which will be governed by Fifth Third’s organizational documents and the Ohio General Corporation Law. As a result, there will be differences between the rights currently enjoyed by MB Financial preferred stockholders and the rights they expect to have as stockholders of Fifth Third. See “ Comparison of Stockholders’ Rights ” beginning on page [●].

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Potential Litigation Against MB Financial and Fifth Third Could Result in an Injunction Preventing the Completion of the Merger or a Judgment Resulting in the Payment of Damages.

MB Financial preferred stockholders may file lawsuits against Fifth Third, MB Financial and/or the directors and officers of either company in connection with the merger. These lawsuits could prevent or delay the completion of the merger and result in significant costs to MB Financial and/or Fifth Third, including any costs associated with the indemnification of directors and officers.

Additional Risks Relating to the Fifth Third Preferred Stock or MB Financial Preferred Stock

Fifth Third’s Creditworthiness May Affect the Market Value of the New Fifth Third Preferred Stock.

The value of the new Fifth Third preferred stock will be affected, among other things, by Fifth Third’s general creditworthiness. For a discussion and analysis of known material trends and events, and risks or uncertainties that are reasonably expected to have a material effect on Fifth Third’s business, financial condition or results of operations, you should review the Fifth Third documents incorporated by reference into this prospectus/information statement. See “ Incorporation of Certain Documents by Reference ” beginning on page [●].

Changes in Credit Ratings May Affect the Market Value of the New Fifth Third Preferred Stock.

Real or anticipated changes in credit ratings on Fifth Third or the new Fifth Third preferred stock may affect the market value of the new Fifth Third preferred stock. In addition, real or anticipated changes in credit ratings can affect the cost at which Fifth Third can transact or obtain funding, and thereby affect Fifth Third’s liquidity, business, financial condition or results of operations.

In the Event of Fifth Third’s Insolvency, the New Fifth Third Preferred Stock Will Rank Junior to Other Securities.

In the event of Fifth Third’s insolvency, any new Fifth Third preferred stock issued in the merger and outstanding will rank equally with certain of Fifth Third’s other outstanding series of preferred stock. If Fifth Third becomes insolvent or is wound up, its assets must be used to pay its deposit liabilities and other debt, including subordinated debt, before payments may be made on Fifth Third’s preferred stock, including the new Fifth Third preferred stock. See “ Description of Fifth Third Capital Stock ” beginning on page [●].

Yields on Similar Securities Will Likely Affect the Market Value of the New Fifth Third Preferred Stock.

Prevailing yields on securities similar to the new Fifth Third preferred stock will likely affect the market value of the new Fifth Third preferred stock. Assuming all other factors remain unchanged, the market value of the new Fifth Third preferred stock will likely decline as prevailing yields for similar securities rise, and will likely increase as prevailing yields for similar securities decline.

An active trading market for the new Fifth Third preferred stock (or related depositary shares) does not exist and may not develop and the market price and liquidity of the depositary shares may be adversely affected.

The new Fifth Third preferred stock (and related depositary shares) are new issues of securities with no established trading market. Fifth Third will seek to cause the depositary shares representing interests in the new Fifth Third preferred stock to be approved for listing on the NASDAQ. However, Fifth Third cannot be certain that the depositary shares will qualify for listing. If they do not qualify for listing, or if an active trading market does not develop, holders of shares of the new Fifth Third preferred stock may have difficulty selling any of the shares of the new Fifth Third preferred stock (or related depositary shares). Fifth Third cannot predict the extent to which investor interest in the new Fifth Third preferred stock (or related depositary shares) will lead to the development of an active trading market on the NASDAQ or how liquid that market might become. If an active, liquid market does not develop for the new Fifth Third preferred stock (or related depositary shares), the market price and liquidity of the depositary shares may be adversely affected.

Risks Relating to U.S. Federal Income Tax

If the merger does not constitute a reorganization under Section 368(a) of the Code, then MB Financial preferred stockholders may be responsible for payment of U.S. income taxes related to the consideration they receive in the merger.

It is expected that the merger will qualify as a reorganization under Section 368(a) of the Code. Based on customary representations made by Fifth Third and MB Financial, Fifth Third expects to receive, at or prior to the completion of the merger, an opinion from Davis Polk & Wardwell LLP, counsel to Fifth Third, to the effect that, based on the law as of the date thereof, the merger will qualify as a reorganization under Section 368(a) of the Code. However, the closing of the merger is not conditioned upon the validity of such opinion, and the IRS may assert and a court may agree that the merger does not qualify as a reorganization. If the merger does not qualify as a reorganization, each MB Financial preferred stockholder would recognize gain or loss equal to the difference between the fair market value of the new Fifth Third preferred stock received by the stockholder in the merger and such stockholder’s adjusted tax basis in the shares of MB Financial preferred stock exchanged therefor.

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Fifth Third preferred stock may be treated as fast-pay stock, in which case holders of Fifth Third preferred stock would be subject to certain reporting obligations.

If the shares of the new Fifth Third preferred stock are issued for an amount, as determined for U.S. federal income tax purposes, that exceeds a de minimis premium to the amount for which Fifth Third can redeem the Fifth Third preferred stock in the future, they may be treated as “fast-pay stock” that is part of a “fast-pay arrangement.” The amount for which the Fifth Third preferred stock will be treated as issued is not entirely clear as a matter of law, and may depend on the value of the MB Financial preferred stock or the Fifth Third preferred stock at the time of the merger. We will not have any control over such value. In addition, dividends on the Fifth Third preferred stock will begin to accrue prior to issuance, which could also result in the IRS taking the position that the Fifth Third preferred stock is fast-pay stock. If the Fifth Third preferred stock is treated as fast-pay stock, beneficial owners of Fifth Third preferred stock would be treated as participating in a “listed transaction” for U.S. federal income tax purposes, and would be required to comply with annual reporting requirements applicable to “reportable transactions,” as described more fully in “ Material United States Federal Income Tax Consequences of the Merger—Possible Fast-Pay Arrangement .” In addition, in certain circumstances, the IRS may recast an arrangement involving fast-pay stock as an alternative transaction, which could affect the U.S. federal income tax treatment of the beneficial owners of the Fifth Third preferred stock. Treatment of the Fifth Third preferred stock as fast-pay stock could materially and adversely affect the liquidity and value of the Fifth Third preferred stock.

Additional Risks Relating to Fifth Third After the Merger

Fifth Third’s business is, and will continue to be, subject to the risks described in Part I, Item 1A in Fifth Third’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as such risks may be updated or supplemented in Fifth Third’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 and subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K filed with the SEC and incorporated by reference in this prospectus/information statement. See “ Incorporation of Certain Documents by Reference ” beginning on page [●].

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MB FINANCIAL SPECIAL MEETING OF STOCKHOLDERS

Date, Time and Place of the Special Meeting

The special meeting will be held on [●], 2019, at [●]:[●] a.m. local time, at The Horizon Center, located on the second floor of 580 Walnut Street, Cincinnati, Ohio 45202.

Purpose of the Special Meeting

The special meeting is being held for MB Financial stockholders to vote on the merger proposal. No other business will be held.

Approval of the MB Financial Board of Directors

The MB Financial Board of Directors has approved the merger and directed the merger be submitted for consideration by the MB Financial stockholders at the special meeting.

Record Date and Quorum

The MB Financial Board of Directors has fixed the close of business on [●], 2019 as the record date for determining MB Financial common stockholders and MB Financial preferred stockholders entitled to receive notice of and to vote at the special meeting. The MB Financial common stockholders and MB Financial preferred stockholders will vote as a single class on the merger proposal to be voted at the special meeting.

As of the record date, there were 200,000 shares of MB Financial preferred stock outstanding and entitled to vote on the merger proposal, all of which were held by American Stock Transfer & Trust Company, LLC, which we refer to as the depositary, on behalf of the holders of depositary shares each representing a 1/40 ^th interest in a share of MB Financial preferred stock. Each share of MB Financial preferred stock entitles the holder thereof as of the record date to 24 votes at the special meeting on the proposal to be considered at the special meeting. Under the terms of the deposit agreement among MB Financial, the depositary and the holders from time to time of the depositary receipts evidencing the depositary shares, the depositary is required to vote the shares of MB Financial preferred stock in accordance with the instructions of the holders of the depositary shares. Where we refer to “holders of MB Financial preferred stock” or “MB Financial preferred stockholders,” this includes holders of the depositary shares unless the context indicates otherwise.

As of the record date, the directors and executive officers of MB Financial and their affiliates beneficially owned [●] depositary shares representing interests in MB Financial preferred stock. As of the record date, excluding shares held in a fiduciary or agency capacity, Fifth Third and its directors and executive officers and their affiliates beneficially owned [●] depositary shares representing interests in MB Financial preferred stock.

The following table contains information regarding the only persons who, to our knowledge, beneficially own more than 5% of the shares of MB Financial preferred stock as of June 19, 2019, based on publicly filed information by such persons as of the dates indicated below:

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Depositary shares, each representing a 1/40 ^th interest in a share of MB Financial preferred stock	Manulife Asset Management (US) LLC 197 Clarendon Street Boston, MA 02116	995,888 (as of April 30, 2019)	12.45%
Depositary shares, each representing a 1/40 ^th interest in a share of MB Financial preferred stock	Stonebridge Advisors LLC 10 Westport Road Suite C-101 Wilton, CT 06897	741,900 (as of June 7, 2019)	9.27%
Depositary shares, each representing a 1/40 ^th interest in a share of MB Financial preferred stock	Flaherty & Crumrine, Inc. 301 E. Colorado Blvd Suite 720 Pasadena, CA 91101	429,871 (as of March 29, 2019)	5.37%

The beneficial owners of more than 5% of any class of Fifth Third’s voting securities, and Fifth Third’s equity securities that are beneficially owned by directors and executive officers of Fifth Third, are set forth in Fifth Third’s Annual Report on Form 10-K for the year ended December 31, 2018, which is filed with the SEC and incorporated by reference into this prospectus/information statement. See “ Where You Can Find More Information ” in the forepart of this prospectus/information statement.

Required Vote

The affirmative vote of the holders of a majority of the votes entitled to be cast by all classes of MB Financial capital stock outstanding and entitled to vote on the merger proposal, voting together as a single class, is required to approve the merger proposal. Through its ownership of all of the shares of MB Financial common stock, Fifth Third holds approximately 95% of the votes entitled to be cast by all classes of MB Financial capital stock outstanding and entitled to vote on the merger proposal. It is expected that Fifth Third will vote all of its shares of MB Financial common stock in favor of the merger proposal and in that event the merger will be approved regardless of how the holders of shares of MB Financial preferred stock vote.

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Treatment of Abstentions; Failure to Vote

For purposes of the special meeting, an abstention occurs when an MB Financial stockholder attends the special meeting, either in person or by proxy, but abstains from voting. An abstention or failure to vote will have the same effect as a vote cast against the merger proposal.

Voting Instructions and Changes to a Vote

The depositary is required to vote the shares of MB Financial preferred stock in accordance with the instructions of the holders of the depositary shares.

Holders of depositary shares may instruct the depositary how to vote the shares of MB Financial preferred stock under the terms of the deposit agreement among MB Financial, the depositary and the holders of the depositary receipts evidencing such depositary shares.

If you hold depositary shares representing interests in MB Financial preferred stock in “street name” through a broker, bank or other holder of record, you must provide the record holder of your depositary shares with instructions on how to vote your depositary shares. Please follow the voting instructions provided by the broker or bank. If you hold depositary shares representing interests in MB Financial preferred stock in street name and do not instruct your broker, bank or other nominee on how to vote your depositary shares, your broker, bank or other nominee will not vote your depositary shares on the merger proposal. This will have the same effect as a vote against the merger proposal. If you have instructed a broker, bank or other nominee to vote your depositary shares, please follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.

Attending the Special Meeting

Only Fifth Third, as the sole record holder of the outstanding shares of MB Financial common stock, and the depositary, as the sole record holder of the shares of MB Financial preferred stock, or any person granted a proxy by such stockholders of record, may attend the special meeting and vote in person.

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INFORMATION ABOUT THE COMPANIES

Fifth Third
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Phone: (800) 972-3030

Fifth Third Bancorp is an Ohio business corporation that is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended, and has elected to be treated as a financial holding company under the Gramm-Leach-Bliley Act of 1999 and regulations of the Federal Reserve Board. Fifth Third was organized in 1975. As of March 31, 2019, Fifth Third had consolidated total assets of $167.9 billion and total deposits of $123.7 billion. Fifth Third and its subsidiaries had 20,115 full-time equivalent employees as of March 31, 2019.

Fifth Third is the parent holding company for Fifth Third Bank, its principal subsidiary, through which most of its banking services are provided. Through Fifth Third Bank and certain other subsidiaries, Fifth Third provides a wide range of services, including checking, savings and money market accounts, wealth management solutions, payments and commerce solutions, insurance services and credit products such as commercial loans and leases, mortgage loans, credit cards, installment loans, and auto loans to individual, corporate, and institutional clients. Fifth Third serves individuals and businesses through its commercial banking, branch banking, consumer lending, and wealth & asset management businesses. These products and services are provided through 1,207 full-service banking centers and 2,559 Fifth Third-branded ATMs located throughout ten states: Florida, Georgia, Illinois, Indiana, Kentucky, Michigan, North Carolina, Ohio, Tennessee and West Virginia.

MB Financial, Inc.
800 West Madison Street
Chicago, Illinois 60607
Phone: (888) 422-6562

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THE MERGER

The following is a discussion of the merger and the material terms of the merger agreement between Fifth Third and MB Financial. You are urged to read carefully the merger agreement in its entirety, a copy of which is attached as Appendix A to this prospectus/information statement and incorporated by reference herein. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We encourage you to read the merger agreement carefully and in its entirety. This section is not intended to provide you with any factual information about Fifth Third or MB Financial. Such information can be found elsewhere in this prospectus/information statement and in the public filings Fifth Third makes with the SEC. See “ Where You Can Find More Information ” in the forepart of this prospectus/information statement.

Terms of the Merger

Transaction Structure

The Fifth Third Board of Directors and the MB Financial Board of Directors have approved the merger agreement and the merger. If the merger is approved by MB Financial stockholders, then, subject to the other terms and conditions described herein, the merger agreement provides for the merger of MB Financial with and into Fifth Third, with Fifth Third continuing as the surviving corporation.

Merger Consideration

Fifth Third owns all of the shares of MB Financial common stock. Each share of MB Financial common stock issued and outstanding immediately prior to the effective time of the merger will be cancelled. Each share of MB Financial preferred stock issued and outstanding immediately prior to the effective time of the merger will automatically be converted into the right to receive a share of the new Fifth Third preferred stock. The new Fifth Third preferred stock will have substantially the same terms as MB Financial preferred stock, and in any event the powers, preferences and special rights of the new Fifth Third preferred stock will not be materially less favorable to the holders of shares of MB Financial preferred stock than the powers, preferences and special rights of the MB Financial preferred stock, taken as a whole. There are certain differences that are not material, such as (i) the MB Financial preferred stock has a par value of $0.01 per share and the new Fifth Third preferred stock has no par value, and (ii) dividend payment dates.

Conversion of Shares; Exchange and Payment Procedures

The conversion of the shares of MB Financial preferred stock into the right to receive shares of the new Fifth Third preferred stock will occur automatically at the effective time of the merger. After the effective time of the merger, Fifth Third will exchange certificates representing shares of MB Financial preferred stock for the new Fifth Third preferred stock to be received in the merger.

Surrender and Payment

Each holder of shares of MB Financial preferred stock that have been converted into the right to receive shares of the new Fifth Third preferred stock will, upon delivery to Fifth Third of such instrument or evidence of transfer of such MB Financial preferred stock and such other information and documentation as Fifth Third may reasonably request, be entitled to receive shares of the new Fifth Third preferred stock in respect of the shares of MB Financial preferred stock owned by such holder at the time of the merger. The shares of the new Fifth Third preferred stock, at Fifth Third’s option, will be in uncertificated book-entry form, unless a physical certificate is requested by a holder of shares of MB Financial preferred stock or is otherwise required under applicable law. Until so surrendered or transferred, as the case may be, each such certificate for shares of MB Financial preferred stock or uncertificated share of MB Financial preferred stock will represent after the effective time of the merger for all purposes only the right to receive the shares of new Fifth Third preferred stock and the right to receive any dividends or other distributions as described below. After the effective time of the merger, there will be no further registration of transfers of shares of MB Financial preferred stock. If, after the effective time of the merger, certificates for shares of MB Financial preferred stock or uncertificated shares of MB Financial preferred stock are presented to Fifth Third, they will be cancelled and exchanged for shares of the new Fifth Third preferred stock provided for, and in accordance with the procedures set forth in, the merger agreement.

American Stock Transfer & Trust Company, LLC, which we refer to as the depositary, holds of record all of the outstanding shares of MB Financial preferred stock on behalf of the holders of depositary shares, each representing a 1/40 ^th interest in a share of MB Financial preferred stock. Upon the completion of the exchange described above by the depositary, as the record holder of the MB Financial preferred stock, the depositary will call for the surrender of the depositary receipts evidencing the depositary shares, each representing a 1/40 ^th interest in a share of MB Financial preferred stock, pursuant to the deposit agreement among MB Financial, the depositary and the holders of such depositary receipts, and cancel such surrendered depositary receipts. The depositary will then issue new depositary receipts, each representing a 1/40 ^th interest in a share of the new Fifth Third preferred stock to the former holders of the depositary shares, each representing a 1/40 ^th interest in a share of MB Financial preferred stock.

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Dividends and Distributions

No dividends or other distributions with respect to shares of the new Fifth Third preferred stock will be paid to the holder of any certificate for shares of MB Financial preferred stock not surrendered or of any uncertificated share of MB Financial preferred stock not transferred until such certificates or uncertificated shares are surrendered or transferred, as the case may be, as provided in the ‎merger agreement. Following such surrender or transfer, there will be paid, without interest, to the person in whose name the shares of the new Fifth Third preferred stock have been registered, (i) at the time of such surrender or transfer, the amount of all dividends or other distributions with a record date after the effective time of the merger previously paid or payable on the date of such surrender with respect to such shares and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the effective time of the merger and prior to surrender or transfer and with a payment date subsequent to surrender or transfer payable with respect to such shares.

Appraisal Rights

Lost, Stolen or Destroyed Stock Certificates

If a certificate for shares of MB Financial preferred stock has been lost, stolen or destroyed, Fifth Third will issue the shares of the new Fifth Third preferred stock properly payable under the merger agreement upon the making of an affidavit of that fact by the holder of such certificate, and subject to appropriate and customary indemnification.

Background of the Merger

On May 20, 2018, Fifth Third and its wholly owned subsidiary, Fifth Third Financial Corporation, which we refer to as Intermediary, entered into an Agreement and Plan of Merger with MB Financial, which we refer to as the prior merger agreement. The prior merger agreement provided for the combination of MB Financial and Fifth Third, either through the merger of MB Financial with and into Intermediary, with Intermediary as the surviving corporation, which we refer to as the direct merger, or through the merger of a newly formed subsidiary of Fifth Third with and into MB Financial, with MB Financial as the surviving corporation, which we refer to as the alternative merger. If the direct merger was not approved by the MB Financial preferred stockholders, the alternative merger would occur instead of the direct merger.

On September 18, 2018, MB Financial held a special meeting of its stockholders at which MB Financial stockholders voted on proposals relating to the transactions contemplated by the prior merger agreement. The direct merger was not approved by the MB Financial preferred stockholders. As a result, the combination of MB Financial and Fifth Third would be effected through the alternative merger, which would result in MB Financial becoming a wholly owned subsidiary of Fifth Third. After the direct merger failed to be approved by the MB Financial preferred stockholders, Fifth Third began considering ways in which it could merge MB Financial with and into Fifth Third, with Fifth Third surviving such merger without the need for a separate vote of the MB Financial preferred stockholders. Pursuant to the MB Financial charter, the separate vote of the MB Financial preferred stockholders would not be required for such a merger so long as the MB Financial preferred stockholders would receive as consideration in such merger Fifth Third preferred stock with terms not materially less favorable to the holders of shares of MB Financial preferred stock than the powers, preferences and special rights of the MB Financial preferred stock, taken as a whole. Under the then-current terms of the Fifth Third articles, Fifth Third was not authorized to issue preferred stock that would satisfy that requirement.

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On March 21, 2019, MB Financial filed with the Maryland Department of Assessments and Taxation articles of amendment to its charter, effective as of March 21, 2019, to give the holders of shares of MB Financial preferred stock the right to vote with the holders of shares of MB Financial common stock as a single class on all matters submitted to a vote of the holders of shares of MB Financial common stock, with the holders of shares of MB Financial preferred stock being entitled to 24 votes for each share of MB Financial preferred stock held.

On March 22, 2019, in accordance with the prior merger agreement, the alternative merger was effected pursuant to which a newly formed subsidiary of Fifth Third merged with MB Financial, with MB Financial surviving the alternative merger as a subsidiary of Fifth Third.

On April 16, 2019, at Fifth Third’s 2019 annual meeting of stockholders, the stockholders of Fifth Third approved an amendment to the Fifth Third articles to authorize a new class of Fifth Third’s preferred stock with terms permitted under the Ohio General Corporation Law that were not available for the class of Fifth Third preferred stock previously authorized in the Fifth Third articles, which charter amendment we refer to as the Fifth Third charter amendment. The Fifth Third charter amendment incrementally provides the Fifth Third Board of Directors with the ability to (1) tailor voting rights, (2) exercise discretion over both dividends and distribution rights including preferences, (3) establish liquidation rights and preferences, in addition to liquidation price, (4) determine rights to alter express terms of specific securities and (5) determine any other relative, participating, optional, or other special rights and privileges of, and qualifications or restrictions on, the rights of holders of shares of any series of such new class of Fifth Third preferred stock. As a result of the Fifth Third charter amendment, Fifth Third is able to issue shares of the new Fifth Third preferred stock with terms substantially similar to those of the MB Financial preferred stock.

MB Financial was previously the holding company of MB Financial Bank. On May 3, 2019, MB Financial Bank, N.A. merged with and into Fifth Third Bank, with Fifth Third Bank as the surviving entity. MB Financial received an approximate 8% ownership interest in Fifth Third Financial Corporation (which is a subsidiary of Fifth Third and the parent company of Fifth Third Bank) as the merger consideration in such merger. Through its ownership interest in Fifth Third Financial Corporation, MB Financial is an approximately 8% indirect owner of Fifth Third Bank.

Fifth Third determined that it would be beneficial to streamline this ownership structure. Therefore, in May 2019 and June 2019, Fifth Third prepared the merger agreement. On June 18, 2019, the Fifth Third Board of Directors approved the merger and the merger agreement, and an amendment to the Fifth Third articles to create a new series of Fifth Third preferred stock having substantially the same terms as MB Financial preferred stock. On June 18, 2019, the MB Financial Board of Directors approved the merger and the merger agreement, and the MB Financial charter amendment.

On June 24, 2019, Fifth Third and MB Financial entered into the merger agreement.

The MB Financial charter amendment special meeting will be held on July 18, 2019, and it is expected that the MB Financial charter amendment will be approved at this special meeting.

Approval of the MB Financial Board of Directors and Reasons for the Merger

In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, the MB Financial Board of Directors evaluated the merger agreement, the merger and the other transactions contemplated by the merger agreement, and considered a number of factors, including the following:

	•	each of MB Financial’s and Fifth Third’s business, operations, financial condition, asset quality, earnings and prospects;

	•	the fact that the merger would allow for the streamlining of the companies’ corporate organization and potentially reduce expenses;

	•	the fact that the new Fifth Third preferred stock has terms substantially similar to that of MB Financial preferred stock, and in any event the powers, preferences and special rights of the new Fifth Third preferred stock will not be materially less favorable to the holders of shares of MB Financial preferred stock than the powers, preferences and special rights of the MB Financial preferred stock, taken as a whole;

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	•	the fact that the shares of the new Fifth Third preferred stock are expected to be listed on the NASDAQ;

	•	although the dividend payment dates for the new Fifth Third preferred stock will be different from the dividend payment dates for the MB Financial preferred stock, it is anticipated that (i) the MB Financial Board of Directors will declare a dividend on the shares of MB Financial preferred stock for the August 25 payment date and in accordance with the terms of the MB Financial preferred stock that dividend will be payable on August 26, 2019, which is the first business day after August 25, 2019 and is also the expected date of the closing of the merger agreement, (ii) the first dividend payable on shares of the new Fifth Third preferred stock will accrue starting on August 25, 2019 and (iii) if declared by the Fifth Third Board of Directors, the first dividend on the shares of the new Fifth Third preferred stock will be paid on September 30, 2019;

	•	the expected tax treatment of the merger as a “reorganization” for United States federal income tax purposes;

	•	the possible treatment of the shares of new Fifth Third preferred stock as “fast-pay stock” for U.S. federal income tax purposes; and

	•	the terms of the merger agreement.

The foregoing discussion of the information and factors considered by the MB Financial Board of Directors is not intended to be exhaustive, but includes the material factors considered by the MB Financial Board of Directors. In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, the MB Financial Board of Directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The MB Financial Board of Directors considered all these factors as a whole, and overall considered the factors to be favorable to, and to support, its determination.

The foregoing discussion of the information and factors considered by the MB Financial Board of Directors is forward-looking in nature. This information should be read in light of the factors described under the section entitled “ Cautionary Statement Regarding Forward-Looking Statements ” beginning on page [●].

For the reasons set forth above, the MB Financial Board of Directors approved the merger agreement and the transactions contemplated thereby.

Fifth Third Board of Directors’ Reasons for the Merger

Fifth Third’s reasons for entering into the merger agreement include:

	•	the fact that the merger would allow for the streamlining of the companies’ corporate organization and potentially reduce expenses;

	•	the fact that following the Fifth Third charter amendment, the Fifth Third Board of Directors is authorized to issue the new Fifth Third preferred stock with terms substantially similar to that of MB Financial preferred stock;

	•	the expected tax treatment of the merger as a “reorganization” for United States federal income tax purposes;

	•	the possible treatment of the shares of new Fifth Third preferred stock as “fast-pay stock” for U.S. federal income tax purposes; and

	•	the terms of the merger agreement.

The Fifth Third Board of Directors approved the merger agreement after considering a number of factors, including those described above. The Fifth Third Board of Directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. The Fifth Third Board of Directors viewed its position as being based on all the information and the factors presented to and considered by it. In addition, individual directors may have given different weights to different information and factors.

It should be noted that this explanation of the Fifth Third Board of Directors’ reasoning and all other information presented in this section is forward-looking in nature, and therefore should be read in light of the factors discussed under the heading “ Cautionary Statement Regarding Forward-Looking Statements ” beginning on page [●].

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Management and Board of Directors of Fifth Third After the Merger

The directors and executive officers of Fifth Third as of the date of this prospectus/information statement will be the directors and executive officers of Fifth Third as the surviving corporation in the merger. Information regarding the current directors and executive officers of Fifth Third, including biographical information, compensation and stock ownership, related party transactions and independence, can be found in Fifth Third’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and its Proxy Statement for its annual meeting of shareholders held on April 16, 2019, which were filed with the SEC and are incorporated by reference into this prospectus/information statement. See “ Where You Can Find More Information ” in the forepart of this prospectus/information statement.

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REGULATORY APPROVALS OR WAIVERS REQUIRED FOR THE MERGER

Completion of the merger is subject to the receipt of all approvals required to complete the transactions contemplated by the merger agreement from the Federal Reserve Board, or the waiver by the Federal Reserve Board of required approvals. We have submitted, or are in the process of submitting, notices, applications or requests to obtain the necessary regulatory approvals or waivers.

Although we currently believe we should be able to obtain all required regulatory approvals or waivers in a timely manner, we cannot be certain when or if we will obtain them or, if obtained, whether they will contain terms, conditions or restrictions not currently contemplated that will be detrimental to Fifth Third after the completion of the merger.

Federal Reserve Board . Completion of the merger is subject, among other things, to approval by the Federal Reserve Board pursuant to Section 3 of the Bank Holding Company Act of 1956, as amended, which we refer to as the BHC Act, or waiver by the Federal Reserve Board of this approval requirement. In considering the approval of an application under Section 3 of the BHC Act, the Federal Reserve Board reviews certain factors, including: (1) the financial and managerial resources of the bank holding companies and banks involved and the future prospects of the combined organization (including consideration of the current and projected capital positions and levels of indebtedness), (2) the effect of the proposal on competition, (3) the extent to which the proposal would result in greater or more concentrated risks to the stability of the United States banking or financial system, (4) the convenience and needs of the communities to be served and (5) the effectiveness of the companies in combating money laundering.

The Federal Reserve Board also reviews the records of performance of the relevant insured depository institutions under the Community Reinvestment Act of 1977, which we refer to as the CRA, and considers the concentration of deposits on a nationwide basis. In their most recent respective CRA examinations, Fifth Third Bank and MB Financial Bank each received an overall “Outstanding” CRA performance rating.

Furthermore, the BHC Act and Federal Reserve Board regulations require published notice of, and the opportunity for public comment on, the applications submitted to the Federal Reserve Board under Section 3 of the BHC Act, and authorize the Federal Reserve Board to hold a public hearing or meeting if the Federal Reserve Board determines that a hearing or meeting would be appropriate. The Federal Reserve Board takes into account the views of third-party commenters, particularly on the subject of the merging parties’ CRA performance and record of service to their communities, and any hearing, meeting or comments provided by third parties could prolong the period during which the application is under review by the Federal Reserve Board.

There can be no assurances that the regulatory approvals or waivers discussed above will be received on a timely basis, or as to the ability of Fifth Third to obtain the approvals or waivers on satisfactory terms or the absence of litigation challenging such approvals.

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ACCOUNTING TREATMENT

The March 22, 2019 merger of MB Financial with a newly formed subsidiary of Fifth Third, with MB Financial as the surviving entity, which we refer to as the prior merger, was accounted for using the acquisition method, with Fifth Third identified as the acquirer. As a result, the assets and liabilities of MB Financial were recorded at their fair values at the date of the merger. In addition, all identified intangible assets were recorded at fair value and included as part of the net assets acquired. To the extent that the purchase price exceeded the fair value of the net assets acquired from MB Financial on the date the merger was completed, such amount was reported as goodwill. In accordance with U.S. GAAP, goodwill was not amortized but will be evaluated for impairment at least annually. Identified intangible assets will be amortized over their estimated useful lives, unless those lives are determined to be indefinite. Further, the acquisition method of accounting resulted in the operating results of MB Financial being included in the operating results of Fifth Third beginning from the date of completion of the prior merger.

In connection with the merger expected to be completed by August 26, 2019, MB Financial will be merged into Fifth Third with all MB Financial common stock, which is wholly owned by Fifth Third, cancelled upon the merger. Additionally, each share of MB Financial preferred stock will be converted into the right to receive one share of a newly created series of preferred stock of Fifth Third having substantially the same terms as MB Financial preferred stock. Upon this conversion, the newly created series of preferred stock will no longer be categorized as a noncontrolling interest and will be disclosed in preferred stock on Fifth Third’s consolidated balance sheet.

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RESALE OF THE NEW FIFTH THIRD PREFERRED STOCK

All shares of the new Fifth Third preferred stock (or depositary shares representing interests in the new Fifth Third preferred stock) received by MB Financial preferred stockholders in the merger will be freely tradable for purposes of the Securities Act of 1933, as amended, which we refer to as the Securities Act, and the Exchange Act, except for shares of the new Fifth Third preferred stock (or depositary shares representing interests in the new Fifth Third preferred stock) received by any MB Financial preferred stockholder who is or becomes an “affiliate” of Fifth Third after completion of the merger. This prospectus/information statement does not cover resales of the new Fifth Third preferred stock (or depositary shares representing interests in the new Fifth Third preferred stock) received by any person upon completion of the merger, and no person is authorized to make any use of this prospectus/information statement in connection with any resale. The depositary shares issued in respect of the new Fifth Third preferred stock are expected to be listed on the NASDAQ.

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THE MERGER AGREEMENT

This section describes the material terms of the merger agreement. The description in this section and elsewhere in this prospectus/information statement is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached as Appendix A and is incorporated by reference into this prospectus/information statement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. You are encouraged to read the merger agreement carefully and in its entirety. This section is not intended to provide you with any factual information about Fifth Third or MB Financial. Such information can be found elsewhere in this prospectus/ information statement and in the public filings Fifth Third makes with the SEC, as described in the section entitled “Where You Can Find More Information” in the forepart of this prospectus/information statement.

Effects of the Merger; Merger Consideration

If MB Financial stockholders approve the merger proposal, then, subject to the other terms and conditions described herein, MB Financial will merge with and into Fifth Third with Fifth Third surviving the merger. The Fifth Third articles and the Fifth Third regulations as in effect immediately prior to the merger will be the articles of incorporation and code of regulations of the surviving company.

All of the shares of MB Financial common stock are owned by Fifth Third. Each share of MB Financial common stock issued and outstanding immediately prior to the effective time of the merger will be cancelled. Each share of MB Financial preferred stock issued and outstanding immediately prior to the effective time of the merger will automatically be converted into the right to receive a share of the new Fifth Third preferred stock. The new Fifth Third preferred stock will have substantially the same terms as the MB Financial preferred stock.

Closing and Effective Time of the Merger

The closing of the merger will occur on a date at Fifth Third’s election after the satisfaction or waiver of all the closing conditions, including the receipt of all required regulatory approvals or waivers and the MB Financial stockholder approval. See “ —Conditions to the Merger ” beginning on page [●] for a more complete description of the conditions that must be satisfied prior to closing.

On the closing date, the surviving corporation will effect the merger legally by filing articles of merger with the Department of Assessments and Taxation of the State of Maryland and a certificate of merger with the Secretary of State of the State of Ohio. The merger will become effective at such time as is specified in such certificate of merger. The time at which the merger becomes effective is sometimes referred to in this prospectus/information statement as the effective time.

As of the date of this prospectus/information statement, the parties expect that the merger will be effective on August 26, 2019. However, there can be no assurance as to when or if the merger will occur.

Conditions to the Merger

Conditions to Each Party’s Obligations . The respective obligations of each of Fifth Third and MB Financial to complete the merger are subject to the satisfaction of the following conditions:

• receipt of the requisite approval of MB Financial stockholders of the merger;

• receipt of the requisite approval of MB Financial stockholders of the MB Financial charter amendment;

• the receipt of all required regulatory approvals or waivers which are necessary to consummate the transactions contemplated by the merger agreement; and

• the absence of any order, injunction, decree, statute, rule, regulation or other legal restraint or prohibition preventing the consummation of, or which prohibits or makes illegal the consummation of, the transactions contemplated by the merger agreement.

Termination

The merger agreement may be terminated at any time prior to the effective time of the merger, whether before or after approval of the merger, by Fifth Third.

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Amendment

The merger agreement may be amended by Fifth Third and MB Financial at any time prior to the effective time of the merger, whether before or after approval of the merger by the stockholders of MB Financial; provided that any amendment after such approval that requires further approval of such stockholders will be subject to and conditioned on such approval.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

This section describes the anticipated material United States federal income tax consequences of the merger to U.S. holders (as defined below) of MB Financial preferred stock whose shares of MB Financial preferred stock are exchanged for shares of the new Fifth Third preferred stock pursuant to the merger.

For purposes of this discussion, a U.S. holder is a beneficial owner of MB Financial preferred stock who for United States federal income tax purposes is:

• a citizen or individual resident of the United States;

• a corporation, or an entity treated as a corporation, created or organized in or under the laws of the United States or any State or the District of Columbia;

•
a trust if (1) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) such trust has a valid election in effect under aplicable Treasury Regulations to be treated as a United States person; or

• an estate that is subject to United States federal income tax on its income regardless of its source.

If a partnership (including for this purpose any entity treated as a partnership for United States federal income tax purposes) holds MB Financial preferred stock, the tax treatment of a partner generally will depend on the status of the partner and the activities of the partnership. If you are a partner of a partnership holding MB Financial preferred stock, you should consult your tax advisor.

This discussion addresses only those MB Financial preferred stockholders that hold their MB Financial preferred stock as a capital asset within the meaning of Section 1221 of the Code, and does not address all the United States federal income tax consequences that may be relevant to particular MB Financial preferred stockholders in light of their individual circumstances or to MB Financial preferred stockholders that are subject to special rules, such as:

• financial institutions;

• pass-through entities and investors in such entities;

• insurance companies;

• tax-exempt organizations;

• real estate investment trusts;

• regulated investment companies;

• mutual funds;

• dealers in securities;

• traders in securities that elect to use a mark-to-market method of accounting;



• persons that hold MB Financial preferred stock as part of a straddle, hedge, constructive sale or conversion transaction;

• U.S. expatriates or former citizens or residents of the United States;

• U.S. holders whose functional currency is not the U.S. dollar; and

• stockholders who acquired their shares of MB Financial preferred stock through the exercise of an employee stock option or otherwise as compensation or through a tax-qualified retirement plan, individual retirement accounts or other tax-deferred accounts.

In addition, the discussion does not address any alternative minimum tax or any state, local or foreign tax consequences of the merger.

The following discussion is based on the Code, its legislative history, existing and proposed regulations thereunder and published rulings and decisions, all as currently in effect as of the date hereof, and all of which are subject to change, possibly with retroactive effect. Any such change could affect the continuing validity of this discussion.

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Fifth Third and MB Financial have structured the merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. Based on customary representations made by Fifth Third and MB Financial, Fifth Third expects to receive, at or prior to the completion of the merger, an opinion from Davis Polk & Wardwell LLP, counsel to Fifth Third, to the effect that, based on the law as of the date thereof, the merger will qualify as a reorganization under Section 368(a) of the Code. However, the closing of the merger is not conditioned upon the validity of such opinion, and Fifth Third and MB Financial have not requested and do not intend to request any ruling from the IRS as to the United States federal income tax consequences of the merger. Consequently, no assurance can be given that the IRS will not assert, or that a court would not sustain, a position contrary to any of those set forth below. Accordingly, each MB Financial preferred stockholder should consult its tax advisor with respect to the particular tax consequence of the merger to such holder.

Tax Consequences of the Merger Generally to U.S. Holders of MB Financial Preferred Stock. If the merger is treated as a reorganization within the meaning of Section 368(a) of the Code, the tax consequences to a U.S. holder of MB Financial preferred stock will be as follows:

• no gain or loss will be recognized;

• the aggregate basis of the new Fifth Third preferred stock will be the same as the aggregate basis of the MB Financial preferred stock for which it is exchanged; and

• the holding period of new Fifth Third preferred stock received in the merger will be the same as the holding period of the MB Financial preferred stock for which it was exchanged.

If U.S. holders of MB Financial preferred stock acquired different blocks of MB Financial preferred stock at different times or at different prices, such holders’ basis and holding period in their shares of Fifth Third preferred stock will be determined by reference to each block of MB Financial preferred stock.

Possible Fast-Pay Arrangement

Under Treasury Regulations, a “fast-pay arrangement” is any arrangement in which a corporation has “fast-pay stock” outstanding for any part of its taxable year. “Fast-pay stock” is defined as stock structured such that dividends paid on the stock are economically “a return of the holder’s investment (as opposed to only a return on the holder’s investment).” Treasury Regulations also provide that, unless clearly demonstrated otherwise, stock is presumed to be fast-pay stock if it is structured to have a dividend rate that is reasonably expected to decline, or if it is issued for an amount that exceeds, by more than a de minimis amount, the amount at which the holder can be compelled to dispose of the stock.

Neither Treasury Regulations nor IRS guidance provide, for the purposes of determining whether stock is fast-pay stock, how to determine the amount for which stock is issued in a transaction, like the merger, in which the stock of one company is exchanged for stock of another company in a tax-free transaction. Although not directly on point, this question is presented in an analogous context in regulations governing the determination of the issue price for a debt instrument for U.S. federal income tax purposes. Pursuant to those regulations, the issue price of a publicly traded debt instrument issued for property is equal to the fair market value of the debt instrument, determined as of the issue date. Alternatively, the issue price of a debt instrument (that is not publicly traded) issued for publicly traded property is equal to the fair market value of the property, determined as of the issue date. For these purposes, “issue date” is the first date on which a substantial amount of the debt instruments in the issue is issued.

It is expected that, after the merger, the depositary shares, each representing a 1/40 ^th interest in a share of the new Fifth Third preferred stock, will be listed on the NASDAQ. In addition, the Fifth Third preferred stock may accrue dividends prior to issuance. If the fair market value of the Fifth Third preferred stock, based on, among other things, the trading price of the depositary shares, as of the date of the merger exceeds, by more than a de minimis amount, the amount for which Fifth Third can redeem the Fifth Third preferred stock in the future, we believe that it is possible that the IRS would take the position that the Fifth Third preferred stock constitutes fast-pay stock. In addition, dividends on the Fifth Third preferred stock will begin to accrue prior to issuance, which could also result in the IRS taking the position that the Fifth Third preferred stock is fast-pay stock.

If the Fifth Third preferred stock does constitute fast-pay stock, all U.S. holders of Fifth Third preferred stock would be treated as having participated in a “listed transaction” and would be required under applicable Treasury Regulations to file a disclosure statement (IRS Form 8886 or successor form) with their U.S. federal income tax returns identifying their participation in a “reportable transaction” and to mail a copy of such form to the IRS Office of Tax Shelter Analysis. Failure to comply with these disclosure requirements may result in onerous penalties. In addition, in certain circumstances, the IRS may recast an arrangement involving fast-pay stock as an alternative transaction, which could affect the U.S. federal income tax treatment of U.S. holders of the Fifth Third preferred stock. Although we believe the issuance of Fifth Third preferred stock pursuant to the merger will not be susceptible to recast as an alternative transaction, there is no guarantee that the IRS or a court will agree with our position. Treatment of the Fifth Third preferred stock as fast-pay stock could materially and adversely affect the liquidity and value of the Fifth Third preferred stock.

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If Fifth Third determines, at or after the completion of the merger, that it is possible that the IRS would take the position that the new Fifth Third preferred stock constitutes fast-pay stock, Fifth Third expects that it would file a protective disclosure statement on IRS Form 8886 with respect to the new Fifth Third preferred stock. In addition, material advisors to a transaction that is treated as a “fast-pay arrangement” are also required to file a disclosure statement with the IRS, and can be subject to penalties for failure to comply with this requirement. Fifth Third has been informed by its U.S. tax counsel that, if its U.S. tax counsel determines that it is possible that the IRS would take the position that the new Fifth Third preferred stock constitutes fast-pay stock, its U.S. tax counsel expects that it would file a protective disclosure statement with the IRS. All U.S. holders of Fifth Third preferred stock are urged to consult their tax advisors as to the U.S. federal income tax consequences of the arrangements described herein, including as to the advisability of filing disclosure statements with the IRS.

Information Reporting. A U.S. holder of MB Financial preferred stock who receives Fifth Third preferred stock as a result of the merger will be required to retain records pertaining to the merger. Each U.S. holder of MB Financial preferred stock who is required to file a U.S. federal income tax return and who is a “significant holder” that receives Fifth Third preferred stock in the merger will be required to file a statement with such U.S. federal income tax return in accordance with Treasury Regulations Section 1.368-3 setting forth such holder’s basis (determined immediately prior to the conversion into the right to receive Fifth Third preferred stock) in the MB Financial preferred stock surrendered and the fair market value (determined immediately prior to the merger) of the MB Financial preferred stock that is exchanged for shares of the new Fifth Third preferred stock by such significant holder. A “significant holder” is a holder of MB Financial preferred stock who, immediately before the merger, owned at least 5% of the outstanding stock of MB Financial or securities of MB Financial with a basis for federal income taxes of at least $1.0 million.

This summary of material U.S. federal income tax consequences is for general information only and is not tax advice. You are urged to consult your tax advisor with respect to the application of U.S. federal income tax laws to your particular situation as well as any tax consequences arising under the U.S. federal estate or gift tax rules, or under the laws of any state, local, non-U.S. or other taxing jurisdiction or under any applicable tax treaty.

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COMPARISON OF STOCKHOLDERS’ RIGHTS

General

MB Financial is incorporated under the laws of the State of Maryland and the rights of MB Financial stockholders are governed by the laws of the State of Maryland, including the Maryland General Corporation Law, which we refer to as the MGCL, the MB Financial charter and the MB Financial bylaws. As a result of the merger, MB Financial preferred stockholders who receive shares of the new Fifth Third preferred stock will become Fifth Third stockholders. Fifth Third is incorporated under the laws of the State of Ohio and the rights of Fifth Third stockholders are governed by the laws of the State of Ohio, including the Ohio General Corporation Law, which we refer to as the OGCL, the Fifth Third articles and the Fifth Third regulations. Thus, following the merger, the rights of MB Financial preferred stockholders who become Fifth Third stockholders in the merger will no longer be governed by the laws of the State of Maryland, the MB Financial charter and the MB Financial bylaws and instead will be governed by the laws of the State of Ohio, as well as by the Fifth Third articles and the Fifth Third regulations.

Comparison of Stockholders’ Rights

Set forth below is a summary comparison of material differences between the rights of Fifth Third stockholders under the OGCL, the Fifth Third articles and the Fifth Third regulations (right column), and the rights of MB Financial stockholders under the MGCL, the MB Financial charter and the MB Financial bylaws (left column). The Fifth Third regulations will be amended effective at the effective time of the merger, and the summary below reflects the Fifth Third regulations as they will be amended as of such time. The summary set forth below is not intended to be complete or to provide a comprehensive discussion of each company’s governing documents. This summary is qualified in its entirety by reference to the full text of the Fifth Third articles and the Fifth Third regulations, and the MB Financial charter and the MB Financial bylaws, as well as the relevant provisions of the OGCL and the MGCL. Copies of Fifth Third’s governing documents are filed as exhibits to the reports of Fifth Third as incorporated by reference into this prospectus/information statement. See the section entitled “ Where You Can Find More Information ” in the forepart of this prospectus/information statement.

MB Financial Fifth Third

Authorized Capital Stock

The MB Financial charter authorizes MB Financial to issue up to 120,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share. As of the record date, there were [●] shares of MB Financial common stock outstanding and 200,000 shares of MB Financial preferred stock outstanding.

The MB Financial charter authorizes the MB Financial Board of Directors to classify or reclassify any unissued shares of capital stock from time to time into one or more classes or series of stock by setting or changing in one or more respects the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications or terms and conditions of redemption of such shares. MB Financial is authorized under its charter to issue additional shares of capital stock, up to the amount authorized, generally without stockholder approval. In addition, the MB Financial charter provides by its terms that it may be amended by the MB Financial Board of Directors, without a stockholder vote, to change the number of shares of capital stock or the number of shares of any class or series that MB Financial has authority to issue.
Fifth Third’s articles authorize Fifth Third to issue up to 2,000,000,000 shares of common stock, with no par value, 500,000 shares of preferred stock, with no par value, which we refer to as the original Fifth Third preferred stock, and 500,000 shares of Class B preferred stock, with no par value, which we refer to as the Fifth Third Class B preferred stock. The original Fifth Third preferred stock and the Fifth Third Class B preferred stock are referred to collectively as the Fifth Third preferred stock. As of [●], 2019, there were [●] shares of Fifth Third common stock outstanding, [●] shares of Fifth Third preferred stock outstanding and no shares of Fifth Third Class B preferred stock outstanding.

Number of Directors

The MB Financial charter and bylaws provide that MB Financial will have the number of directors set forth in its charter until changed to a number not greater than 25 by the MB Financial Board of Directors by a vote of a majority of the total number of directors MB Financial would have if there were no vacancies on the MB Financial Board of Directors, which we refer to as the whole Board. MB Financial currently has two directors.

The Fifth Third regulations provide that the Fifth Third Board of Directors shall be composed of 15 persons unless that number is changed from time to time by the vote of a majority of the Fifth Third Board of Directors then in office or by the stockholders pursuant to the OGCL.

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Under the MGCL, the minimum number of directors is one.

The Fifth Third Board of Directors may, by a majority vote of directors then in office, increase the number of directors to not more than 30 persons or decrease the number of directors to not less than 10 persons. The shareholders may fix or change the size of the Board of Directors notwithstanding the foregoing range at a meeting of shareholders called for the purpose of electing directors at which a quorum is present by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the Corporation that is represented at the meeting and entitled to vote on the proposal. The Fifth Third Board of Directors presently consists of fourteen directors.

Under the OGCL, the number of directors of a corporation may not be less than one.

Classes of Directors

The MB Financial Board of Directors is not classified. The MB Financial charter provides for the annual election of all directors.
The Fifth Third Board of Directors is not classified. The Fifth Third regulations provide for the annual election of all directors.

Special Meetings of the Board of Directors

The MB Financial bylaws provide that a special meeting of the MB Financial Board of Directors may be called by one-third of the directors then in office (rounded up to the nearest whole number) or by the Chairman of the MB Financial Board of Directors or the President. Notice of the place, date and time of each such special meeting must be given to each director by whom it is not waived by mailing written notice not less than five days before the meeting or by emailing or faxing of the same not less than 24 hours before the meeting. The Fifth Third regulations provide that a special meeting of the Fifth Third Board of Directors will be called by the Secretary whenever requested by the Chairman of the Fifth Third Board of Directors, Vice Chairman of the Board of Directors or the lead director of the Board of Directors, or in their absence, the President, any Vice President or five or more of the directors. Notice of each special meeting of the Fifth Third Board of Directors shall be given to each director personally or by telegram or cablegram, no later than two days before the meeting is to be held, or by mail, at least seven days before the day on which the meeting is to be held.

Removal of Directors

The MB Financial charter provides that, subject to the rights of the holders of any class or series of preferred or other stock outstanding, directors may be removed from office only for cause and only by the vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock entitled to vote generally in the election of directors, which we refer to as MB Financial voting stock, voting together as a single class.
The Fifth Third regulations provide that no director shall be removed without cause during his term of office and that any director may be removed for cause at any time by the action of the holders of a majority of the voting power of Fifth Third entitled to elect directors in place of those removed at a meeting of the shareholders, and the vacancy in the Fifth Third Board of Directors caused by such removal may be filled by action of the shareholders at such meeting or any subsequent meeting.

Filling Vacancies on the Board of Directors

The MB Financial bylaws provide that, subject to the rights of the holders of any class or series of preferred or other stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the MB Financial Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled by a majority vote of the directors then in office, though less than a quorum, and any director so chosen shall hold office until the next annual meeting of stockholders and until his or her successor is elected and qualified. No decrease in the number of directors constituting the MB Financial Board of Directors will shorten the term of any incumbent director. A vacancy resulting from the removal of a director may be filled by the stockholders.
Ohio law provides that, unless the articles or the regulations otherwise provide, the remaining directors, though less than a majority of the whole authorized number of directors, may, by the vote of a majority of their number, fill any vacancy in the board of directors for the unexpired term. A vacancy exists if the shareholders increase the authorized number of directors but fail at the meeting at which the increase is authorized, or an adjournment of that meeting, to elect the additional directors provided for, or if the shareholders fail at any time to elect the whole authorized number of directors. In case of any removal of a director, a new director may be elected at the same meeting for the unexpired term of each director removed. Failure to elect a director to fill the unexpired term of any director removed is deemed to create a vacancy on the board of directors.

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The Fifth Third regulations provide that, except for vacancies created by the removal of a director, in the case of any increase in the number of directors, or any vacancy created by the death, resignation or otherwise of a director, the additional director or directors may be elected or, as the case may be, the vacancy or vacancies may be filled either: (1) by the Fifth Third Board of Directors at any meeting by the affirmative vote of a majority of the remaining directors (though less than a quorum) or (2) by the Fifth Third shareholders entitled to vote thereon, either at an annual meeting of shareholders or at a special meeting called for that purpose. The vacancy in the Fifth Third Board of Directors caused by the removal of a director may be filled by action of the shareholders at a meeting of stockholders.

Nomination of Director Candidates by Stockholders

The MB Financial bylaws provide that the Secretary must receive written notice of any stockholder director nomination for a meeting of stockholders not less than 90 days or more than 120 days before the date of the meeting. If, however, less than 100 days’ notice or prior public announcement of the date of the meeting is given or made to stockholders, notice of the nomination must be received by the Secretary no later than the 10 ^th day following the day on which notice of the meeting is mailed or otherwise transmitted or public announcement of the meeting date is first made, whichever occurs first.
The Fifth Third regulations provide that stockholders may nominate persons for election to the Fifth Third Board of Directors at annual meetings and at any special meetings at which directors will be elected. The nominating stockholder must be a stockholder of record both at the time of giving notice of such nomination and at the time of the meeting and must be entitled to vote at such meeting. Notice of nominations must be delivered to the principal executive offices of Fifth Third not less than 60 nor more than 90 days prior to the anniversary of the previous year’s annual meeting. If, however, the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, for notice by the stockholder to be timely, it must be so delivered not earlier than the 90 ^th day prior to such annual meeting and not later than the 60 ^th day prior to such annual meeting or, if the first public announcement of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10 ^th day following the day on which such public announcement is first made.

Calling Special Meetings of Stockholders

The MB Financial bylaws provide that special meetings of stockholders may be called by the President or the MB Financial Board of Directors by vote of a majority of the whole Board. In addition, the MB Financial bylaws provide that a special meeting of stockholders shall be called by the Secretary on the written request of stockholders entitled to cast at least a majority of all the votes entitled to be cast at the meeting.
Under the Fifth Third regulations, a special meeting of the holders of any or all classes or series of Fifth Third stock may be called at any time by the Fifth Third Board of Directors. Special meetings of the holders of all classes and series of Fifth Third stock also will be called by the Secretary upon written request made by holders of at least 25% of the outstanding shares of Fifth Third stock entitled to vote. Special meetings of the Fifth Third common shareholders will be called by the Secretary upon written request made by holders of Fifth Third common stock who hold of record collectively at least 25% of the outstanding shares of Fifth Third common stock.

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Stockholder Proposals

The MB Financial bylaws provide that the Secretary must receive written notice of any stockholder proposal for business at an annual meeting of stockholders not less than 90 days or more than 120 days before the first anniversary of the preceding year’s annual meeting. If the date of the current year’s annual meeting is advanced by more than 20 days or delayed by more than 60 days from the anniversary date of the preceding year’s annual meeting, notice of the stockholder proposal must be received by the Secretary no earlier than the close of business on the 120 ^th day prior to the date of the annual meeting and no later than the close of business on the later of (a) the 90 ^th day prior to the annual meeting or (b) the 10 ^th day following the day on which notice of the annual meeting is mailed or otherwise transmitted or public announcement of the annual meeting date is first made, whichever occurs first.
The Fifth Third regulations provide that to properly bring business before an annual meeting, a shareholder must deliver a shareholder’s notice to the principal executive offices not less than 60 nor more than 90 days prior to the anniversary of the previous year’s annual meeting. If, however, the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the shareholder to be timely must be delivered not earlier than the 90 ^th day prior to such annual meeting and not later than the 60 ^th day prior to such annual meeting or, if the first public announcement of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10 ^th day following the day on which such public announcement is first made. Such shareholder must hold their shares of record both on the date notice is provided to Fifth Third and on the date of the meeting and must be entitled to vote at such meeting. The Fifth Third regulations will not affect any rights of shareholders to request inclusion of proposals in Fifth Third’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

Action by Written Consent

The MB Financial bylaws provide that, except as described in the following sentence, any action required or permitted to be taken at a meeting of stockholders may instead be taken without a meeting if a unanimous written consent which sets forth the action is given in writing or by electronic transmission by each stockholder entitled to vote on the matter. The MB Financial bylaws also provide that, unless the MB Financial charter provides otherwise, the holders of any class of MB Financial voting stock, other than common stock, may act without a meeting if a consent is given in writing or by electronic transmission by the holders entitled to cast the minimum number of votes that would be necessary to approve the action at a meeting of stockholders.
Under the OGCL, shareholders may take action, without a meeting, by the written unanimous consent of shareholders who would be entitled to notice of a shareholders’ meeting held for such purpose. Otherwise, shareholders are able to take action only at an annual or special meeting called in accordance with the Fifth Third regulations.

Notice of Stockholder Meetings

The MB Financial bylaws provide that, not less than 10 nor more than 90 days before each stockholders’ meeting, the Secretary will provide notice in writing or by electronic transmission to each stockholder entitled to vote at, and to each other stockholder entitled to notice of, such meeting of the time and place of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at the meeting, and, if the meeting is a special meeting or notice of the purpose is required by statute, the purpose of the meeting. The Fifth Third regulations provide that Fifth Third must give written notice, either by personal delivery or mail, not less than seven nor more than 60 days before any shareholders’ meeting, to each shareholder entitled to vote at such a meeting. The notice shall be in a form approved by the Fifth Third Board of Directors, and state the place, time and purposes of the meeting.

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Quorum at Stockholder Meetings

The MB Financial bylaws provide that, at any meeting of stockholders, the holders of a majority of all the shares of stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, except to the extent that the presence of a larger number may be required by law.
The Fifth Third regulations provide that the holders of shares entitling them to exercise a majority of the voting power of the Corporation entitled to vote at the meeting on each matter that is to be voted on shall constitute a quorum at any meeting of the shareholders.

Stockholder Rights Plan

MB Financial has not adopted a stockholder rights plan.
Fifth Third has not adopted a stockholder rights plan.

Anti-Takeover Provisions and Other Stockholder Protections

Voting Limitation. The MB Financial charter generally prohibits any stockholder that beneficially owns more than 14.9% of the outstanding shares of MB Financial common stock from voting shares in excess of this limit; provided that for so long as the MB Financial preferred stock is outstanding, this 14.9% limit will not apply.

Control Share Acquisitions. The MGCL contains a control share acquisition statute which, in general terms, provides that where a stockholder acquires issued and outstanding shares of a corporation’s voting stock, which we refer to as control shares, within one of several specified ranges (one-tenth or more but less than one-third, one-third or more but less than a majority, or a majority or more), approval by stockholders of the control share acquisition must be obtained before the acquiring stockholder may vote the control shares. The required stockholder vote is two-thirds of all votes entitled to be cast, excluding “interested shares,” defined as shares held by the acquiring person, officers of the corporation and employees who are also directors of the corporation. A corporation may, however, opt-out of the control share statute through a charter or bylaw provision, which MB Financial has done pursuant to its bylaws. Accordingly, the MGCL control share acquisition statute does not apply to acquisitions of shares of MB Financial stock.

Certain Business Combinations. The MB Financial charter provides that certain business combinations (e.g., mergers, share exchanges, significant asset sales and significant stock issuances) involving “interested stockholders” of MB Financial require, in addition to any vote required by law, the approval of a majority of the voting power of the outstanding shares of MB Financial stock entitled to vote in the election of directors, which we refer to as the MB Financial voting stock, that is not beneficially owned by the interested stockholder in question, voting together as a single class, unless, in the case of such a business combination that does not involve any cash or other consideration being received by the stockholders, a majority of the disinterested directors have approved the business combination or, in all other cases, (1) a majority of the disinterested directors have approved the business combination or (2) certain fair price and procedure requirements are satisfied. An “interested stockholder” generally means a person who is a greater than 14.9% stockholder of MB Financial or who is an affiliate of MB Financial and at any time within the past two years was a greater than 14.9% stockholder of MB Financial, excluding any holding company or subsidiary of MB Financial. The MB Financial charter amendment to be voted on at the special meeting of MB Financial stockholders to be held on July 18, 2019 would remove this provision. It is expected that Fifth Third will vote all of its shares of MB Financial common stock in favor of the charter amendment and in that event this provision will be removed.

The Fifth Third articles and Fifth Third regulations contain various provisions that could make more difficult a change in control of Fifth Third or discourage a tender offer or other plan to restructure Fifth Third. The ability of Fifth Third to issue shares of Fifth Third preferred stock may have the effect of delaying, deferring or preventing a change in control of Fifth Third. Additionally, Ohio law contains provisions that would also make more difficult a change in control of Fifth Third or discourage a tender offer or other plan to restructure Fifth Third. The following discussion of some of these provisions is qualified in its entirety by reference to those particular statutory and regulatory provisions.

Ohio Control Share Acquisition Act. Section 1701.831 of the Ohio Revised Code, the Ohio Control Share Acquisition Act, provides that any “control share acquisition” of an Ohio issuing public corporation shall be made only with the prior authorization of the shareholders of the issuing public corporation in accordance with the provisions of the Ohio Control Share Acquisition Act. A “control share acquisition” is defined under the Ohio Control Share Acquisition Act to mean the acquisition, directly or indirectly, by any person of shares of an issuing public corporation that, when added to all other shares of the issuing public corporation such person owns, would entitle such person, directly or indirectly, to exercise voting power in the election of directors within the following ranges: more than 20%; more than 33%; and a majority.

The Ohio Control Share Acquisition Act requires that the acquiring person must deliver an acquiring person statement to the Ohio issuing public corporation. The Ohio issuing public corporation must then call a special meeting of its shareholders to vote upon the proposed acquisition within 50 days after receipt of such acquiring person statement, unless the acquiring person agrees to a later date.

The Ohio Control Share Acquisition Act further specifies that the shareholders of the Ohio issuing public corporation must approve the proposed control share acquisition by certain percentages at a special meeting of shareholders at which a quorum is present. In order to comply with the Ohio Control Share Acquisition Act, the acquiring person may only acquire the shares of the Ohio issuing public corporation upon the affirmative vote of (1) a majority of the voting power of the shares of the Ohio issuing public corporation at the election of directors that is represented in person or by proxy at the separate special meeting and (2) a majority of the voting power of the shares of the Ohio issuing public corporation at the election of directors that is represented in person or by proxy at the special meeting excluding those shares of the Ohio issuing public corporation deemed to be “interested shares” for purposes of the Ohio Control Share Acquisition Act.

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The MGCL contains a business combination statute that prohibits a business combination between a corporation and an interested stockholder (for purposes of the MGCL business combination statute, a person who beneficially owns 10% or more of the voting power of the corporation’s outstanding voting stock or an affiliate or associate of the corporation, who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding stock of the corporation) or an affiliate of an interested stockholder for a period of five years after the most recent date on which the interested stockholder became an interested stockholder. After the five-year period has elapsed, a corporation subject to the statute may not consummate a business combination with an interested stockholder unless (1) the transaction has been recommended by the board of directors and (2) the transaction has been approved by (a) 80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation and (b) two-thirds of the votes entitled to be cast other than shares owned by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder. These super-majority vote requirements do not apply if the corporation’s common stockholders receive a minimum price, as defined under the MGCL, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares. The statute permits various exemptions from its provisions, including business combinations that are exempted by the board of directors prior to the time that the interested stockholder becomes an interested stockholder. MB Financial has opted-out of the MGCL business combination statute through a provision in its charter.

The MB Financial charter generally prohibits MB Financial from acquiring any of its own equity securities from a beneficial owner of 5% or more of the MB Financial voting stock unless: (i) the acquisition is approved by the holders of a majority of the MB Financial voting stock not owned by the seller, voting together as a single class; (ii) the acquisition is made as part of a tender or exchange offer by MB Financial or a subsidiary of MB Financial to purchase securities of the same class on the same terms to all holders of such securities; (iii) the acquisition is pursuant to an open market purchase program approved by a majority of the MB Financial Board of Directors, including a majority of the disinterested directors; or (iv) the acquisition is at or below the market price of the equity securities and is approved by a majority of the Board of Directors, including a majority of the disinterested directors.

Ohio Merger Moratorium Statute. Chapter 1704 of the Ohio Revised Code prohibits an issuing public corporation from engaging in certain transactions with an interested shareholder for a period of three years following the date on which the person became an interested shareholder unless, prior to such date, the directors of the issuing public corporation approve either the transaction or the acquisition of shares pursuant to which such person became an interested shareholder. Fifth Third is an issuing public corporation for purposes of the statute. An interested shareholder is any person who is the beneficial owner of a sufficient number of shares to allow such person, directly or indirectly, alone or with others, including affiliates and associates, to exercise or direct the exercise of 10% of the voting power of the issuing public corporation in the election of directors.

The transactions restricted by Chapter 1704 include:

•      any merger, consolidation, combination or majority share acquisition between or involving an issuing public corporation and an interested shareholder or an affiliate or associate of an interested shareholder;

•      certain transfers of property, dividends and issuance or transfers of shares from or by an issuing public corporation or a subsidiary of an issuing public corporation to, with or for the benefit of an interested shareholder or an affiliate or associate of an interested shareholder unless such transaction is in the ordinary course of business of the issuing public corporation on terms no more favorable to the interested shareholder than those acceptable to third parties as demonstrated by contemporaneous transactions; and

•      certain transactions that (1) increase the proportionate share ownership of an interested shareholder, (2) result in the adoption of a plan or proposal for the dissolution, winding up of the affairs or liquidation of the issuing public corporation if such plan is proposed by or on behalf of the interested shareholder or (3) pledge or extend the credit or financial resources of the issuing public corporation to or for the benefit of the interested shareholder.

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After the initial three-year moratorium has expired, an issuing public corporation may engage in a transaction subject to Chapter 1704 if: (1) the acquisition of shares pursuant to which the person became an interested shareholder received the prior approval of the board of directors of the issuing public corporation, (2) the transaction subject to Chapter 1704 is approved by the affirmative vote of the holders of shares representing at least two-thirds of the voting power of the issuing public corporation and by the holders of shares representing at least a majority of voting shares that are not beneficially owned by an interested shareholder or an affiliate or associate of an interested shareholder or (3) the transaction subject to Chapter 1704 meets certain statutory tests designed to ensure that it be economically fair to all shareholders.

Ohio Tender Offer Procedures. Ohio law also provides that an offeror may not make a tender offer or request an invitation for tenders that would result in the offeror beneficially owning more than 10% of any class of the target company’s equity securities unless such offeror files certain information with the Ohio Division of Securities and provides such information to the target company and the offerees within Ohio. The Ohio Division of Securities may suspend the continuation of the control bid if it determines that the offeror’s filed information does not provide full disclosure to the offerees of all material information concerning the control bid. The statute also provides that an offeror may not acquire any equity security of a target company within two years of the offeror’s previous acquisition of any equity security of the same target company pursuant to a control bid unless the Ohio offerees may sell such security to the offeror on substantially the same terms as provided by the previous control bid. The statute does not apply to a transaction if either the offeror or the target company is a savings and loan or bank holding company and the proposed transaction requires federal regulatory approval.

Indemnification of Directors and Officers

The MB Financial charter provides that MB Financial will indemnify and advance expenses to its directors and officers to the fullest extent required or permitted by the MGCL. The MB Financial charter also provides that MB Financial will indemnify other employees and agents to the extent authorized by the Board of Directors and permitted by law.

The MGCL permits a corporation to indemnify its directors, officers, employees and agents against judgments, penalties, fines, settlements and reasonable expenses actually incurred unless it is proven that (1) the conduct of the person was material to the matter giving rise to the proceeding and the person acted in bad faith or with active and deliberate dishonesty, (2) the person actually received an improper personal benefit or (3) in the case of a criminal proceeding, the person had reason to believe that his conduct was unlawful. However, under the MGCL, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. The MGCL provides that unless otherwise provided in the corporation’s charter, a director or officer (but not an employee or agent) who is successful on the merits or otherwise in defense of any proceeding must be indemnified against reasonable expenses.

Under the OGCL, a corporation may indemnify directors and officers from liability, other than in an action by or in the right of the corporation, by reason of the fact that the person is or was a director or officer, if such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, if such person had no reasonable cause to believe his or her conduct was unlawful. In the case of an action by or in the right of a corporation, a person may not be indemnified (1) for negligence or misconduct in the performance of his duty to the corporation, unless the court in which such action was brought determines such person is fairly and reasonably entitled to indemnification or (2) if liability asserted against such person concerns certain unlawful distributions. The indemnification provisions of the OGCL require indemnification of a director who has been successful on the merits or otherwise in defense of any action that he was a party to by reason of the fact that he is or was a director of the corporation. The indemnification authorized by the OGCL is not exclusive and is in addition to any other rights granted to directors under the articles of incorporation or regulations of the corporation or to any agreement between the directors and the corporation.

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The MGCL provides that reasonable expenses incurred by a director, officer, employee or agent who is a party to a proceeding may be paid by the corporation in advance of the final disposition of the proceeding if the corporation receives a written affirmation from the person to receive the advancement of that person’s good faith belief that he or she has met the standard of conduct necessary for indemnification and a written undertaking by the person to repay the advanced amount if it is ultimately determined that he or she has not met the standard of conduct.

The MB Financial charter provides, consistent with the MGCL, that the rights to indemnification and to the advancement of expenses conferred by the charter are not exclusive of any other right which a person may have under any statute, the MB Financial charter, the MB Financial bylaws, any agreement, any vote of stockholders or the MB Financial Board of Directors, or otherwise.

Under the Fifth Third regulations, Fifth Third will indemnify, to the fullest extent permitted by the OGCL, directors, officers and employees who serve at the request of the President as directors, trustees, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise. Under the OGCL, in the case of a merger into Fifth Third of a constituent corporation which, if its separate existence had continued, would have been required to indemnify directors, officers or employees in specified situations prior to the merger, any person who served as a director, officer or employee of the constituent corporation, or served at the request of the constituent corporation as a director, trustee, officer or employee of a bank, other corporation, partnership, joint venture, trust or other enterprise, will be entitled to indemnification by Fifth Third (as the surviving entity) for acts, omissions or other events or occurrences prior to the merger to the same extent he or she would have been entitled to indemnification by the constituent corporation if its separate existence had continued.

Limitation on Directors’ and Officers’ Liability

Consistent with the MGCL, the MB Financial charter provides that an officer or director shall not be liable to MB Financial or its stockholders for money damages, except to the extent:

• it is proved that the person actually received an improper benefit or profit in money, property or services, for the amount of such benefit or profit actually received;

• a judgment or other final adjudication adverse to the person is entered based on a finding that the person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding; or

• otherwise provided by the MGCL.

Under the MGCL, a director whose duties were not performed in accordance with the standard of conduct for directors under the MGCL and who votes for or assents to a distribution made in violation of the corporation’s charter or the MGCL is personally liable to the corporation for the amount of the excess distribution.

Under the OGCL, a director or officer shall be liable in damages for any action that such person takes or fails to take in such capacity only if it is proved by clear and convincing evidence that such person’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the best interests of the corporation, unless the corporation’s regulations or articles (or in the case of an officer, a written agreement with the corporation) specifically waive such limitation. Neither the Fifth Third articles nor the Fifth Third regulations specifically waive this limitation.

Under the OGCL, directors or officers are liable for the unlawful payment of dividends or distribution of assets, improper dissolution of the corporation or entering into an unapproved loan with any director, officer or shareholder of the corporation, unless acting in good faith in reliance upon the corporation’s financial statements or upon sound accounting or business principles, or in accordance with a stated employee ownership plan approved by the corporation.

Amendments to Articles/Certificate of Incorporation and Bylaws

The MB Financial charter generally may be amended upon approval by the MB Financial Board of Directors and the holders of a majority of the votes entitled to be cast by all classes of capital stock outstanding and entitled to vote thereon. The MB Financial charter provides by its terms that it may be amended by the MB Financial Board of Directors, without a stockholder vote, to change the number of shares of capital stock or the number of shares of any class or series that MB Financial has authority to issue. Under the MGCL, the MB Financial charter may also be amended by a majority of the entire MB Financial Board of Directors, without action by the stockholders, to change the name of MB Financial or the name or par value of any class or series of stock of MB Financial.
Ohio law provides that except in certain circumstances, amendments to a corporation’s articles of incorporation must be adopted by the affirmative vote of the holders of shares entitling them to exercise two-thirds of the voting power of the corporation on the proposal or, if the articles provide or permit, by the affirmative vote of a greater or lesser proportion, but not less than a majority, of this voting power, and by such affirmative vote of the holders of shares of any particular class as is required by the articles. Except for amendments by the Fifth Third Board of Directors concerning the fixing of the terms of any series of Fifth Third preferred stock, the Fifth Third articles contain no other provisions concerning amendments.

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The MB Financial bylaws may be amended either by the MB Financial Board of Directors, by a vote of a majority of the whole Board, or by MB Financial stockholders by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of MB Financial entitled to vote generally in the election of directors, voting together as a single class.

The Fifth Third regulations may only be amended (1) at a meeting of shareholders, by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of Fifth Third on such proposal, (2) without a meeting, by the written consent of the holders of shares entitling them to exercise two-thirds of the voting power of Fifth Third on such proposal or (3) by the Fifth Third Board of Directors, to the extent permitted by the OGCL.

Appraisal Rights

Under the MGCL, stockholders of a corporation generally are entitled to dissent from certain transactions, including a merger or consolidation, and obtain payment of the fair value of their shares (so-called “appraisal rights”). Appraisal rights do not apply if, however, any one of several exceptions apply, including if the charter of the corporation provides that stockholders are not entitled to exercise rights of objecting stockholders under the MGCL or generally if the stock is listed on a national securities exchange.

MB Financial is holding a special meeting of its stockholders on July 18, 2019 to approve the MB Financial charter amendment, which would clarify that MB Financial stockholders shall not be entitled to exercise any rights of an objecting stockholder provided for under the MGCL. The affirmative vote of the holders of a majority of the votes entitled to be cast by all classes of MB Financial capital stock outstanding and entitled to vote on the MB Financial charter amendment is required to approve the MB Financial charter amendment. Through its ownership of all of the shares of MB Financial common stock, Fifth Third holds approximately 95% of the votes entitled to be cast by all classes of MB Financial capital stock outstanding. It is expected that Fifth Third will vote all of its shares of MB Financial common stock in favor of the MB Financial charter amendment and in that event (i) the MB Financial charter amendment will be approved regardless of how the holders of shares of MB Financial preferred stock vote, and (ii) MB Financial stockholders will not be entitled to exercise appraisal rights.

Under Ohio law, shareholders have the right to dissent from certain corporate actions and receive the fair cash value for their shares if they follow certain procedures. Shareholders entitled to relief as dissenting shareholders under Ohio law include shareholders:

• dissenting from certain amendments to the corporation’s articles of incorporation;

• of a corporation where all or substantially all of the assets of the corporation are being leased, sold, exchanged, transferred or otherwise disposed of outside of the ordinary course of its business;

• of a corporation that is being merged or consolidated into a surviving or new entity;

• of a surviving corporation in a merger who are entitled to vote on the adoption of an agreement of merger (but only as to the shares so entitling them to vote);

• other than the parent corporation, of an Ohio subsidiary corporation that is being merged into its parent corporation;

• of an acquiring corporation in a combination or a majority share acquisition who are entitled to vote on such transaction (but only as to the shares so entitling them to vote);

• of an Ohio subsidiary corporation into which one or more domestic or foreign corporations are being merged; and

• of a domestic corporation that is being converted.

Fifth Third’s shareholders do not have any appraisal rights in connection with the merger.

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Stockholder Inspection Rights

Under the MGCL, only a stockholder of record or group of stockholders of record of 5% or more of the outstanding stock of any class of the corporation for at least six months has the right to inspect the corporation’s stock ledger, list of stockholders and books of account (in the case of books of account, for any purpose related to monitoring or protecting the holder’s or holders’ equity investment in the corporation). Any stockholder is entitled to inspect the corporation’s bylaws, minutes of stockholder meetings, annual statement of affairs and any voting trust agreements.
Under the OGCL, any shareholder has the right to inspect the articles of the corporation, its regulations, its books and records of account, minutes, records of shareholders and voting trust agreements, if any, for any proper purpose upon delivering a written demand stating the purpose of such inspection. The directors may adopt guidelines and procedures in order to verify that the person making the demand to inspect the records of shareholders is a shareholder.

Non-Stockholder Constituency Provision

The MB Financial charter provides that when evaluating any offer of another person to (1) make a tender or exchange offer for any equity security of MB Financial, (2) merge or consolidate MB Financial with another corporation or entity or (3) acquire all or substantially all of the properties and assets of MB Financial, or when evaluating any other transaction which would or may involve a change in control of MB Financial, the MB Financial Board of Directors may, in exercising its business judgment as to what is in the best interests of MB Financial and its stockholders and in making any recommendation to MB Financial stockholders, give due consideration to all relevant factors, including, but not limited to:

• the immediate and long-term economic effect upon MB Financial stockholders, including stockholders, if any, who do not participate in the transaction;

• the social and economic effect on the employees, creditors and customers of, and others dealing with, MB Financial and its subsidiaries and on the communities in which MB Financial and its subsidiaries operate or are located;

Under the OGCL, a director, in determining what he reasonably believes to be in the best interests of the corporation, shall consider the interests of the corporation’s shareholders and, in his discretion, may consider any of the following:

• the interests of the corporation’s employees, suppliers, creditors and customers;

• the economy of the state and nation;

• community and societal considerations; and

• the long-term as well as short-term interests of the corporation and its shareholders, including the possibility that these interests may be best served by the continued independence of the corporation.

• whether the proposal is acceptable based on the historical, current or projected future operating results or financial condition of MB Financial;

• whether a more favorable price could be obtained for MB Financial’s stock or other securities in the future;

• the reputation and business practices of the other entity to be involved in the transaction and its management and affiliates as they would affect the employees of MB Financial and its subsidiaries;

• the future value of the stock or any other securities of MB Financial or the other entity to be involved in the proposed transaction;

• any antitrust or other legal and regulatory issues that are raised by the proposal;

• the business and historical, current or expected future financial condition or operating results of the other entity to be involved in the proposed transaction, including, but not limited to, debt service and other existing financial obligations, financial obligations to be incurred in connection with the proposed transaction, and other likely financial obligations of the other entity to be involved in the proposed transaction; and

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• the ability of MB Financial to fulfill its objectives as a financial institution holding company and on the ability of its subsidiary financial institution(s) to fulfill the objectives of a federally insured financial institution.

If the MB Financial Board of Directors determines that any proposed transaction of the type described above should be rejected, it may take any lawful action to defeat the transaction, including, but not limited to, any or all of the following:

• advising stockholders not to accept the proposal;

• instituting litigation against the party making the proposal;

• filing complaints with governmental and regulatory authorities;

• acquiring the stock or any other securities of MB Financial;

• increasing the authorized capital stock of MB Financial;

• selling or otherwise issuing authorized but unissued stock, other securities or granting options or rights with respect to authorized but unissued stock;

• acquiring a company to create an antitrust or other regulatory problem for the party making the proposal; and

• obtaining a more favorable offer from another individual or entity.

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DESCRIPTION OF FIFTH THIRD CAPITAL STOCK

MB Financial preferred stockholders who receive shares of the new Fifth Third preferred stock in the merger will become Fifth Third stockholders. Their rights as Fifth Third stockholders will be governed by Ohio law and the Fifth Third articles and Fifth Third regulations. The following description of the material terms of Fifth Third’s capital stock, including the new Fifth Third preferred stock to be issued in the merger, reflects the anticipated state of affairs upon completion of the merger. We urge you to read the applicable provisions of Ohio law, the Fifth Third articles and Fifth Third regulations and federal law governing bank holding companies carefully and in their entirety because they describe your rights as a holder of the new Fifth Third preferred stock.

General

Fifth Third is authorized to issue a total of 2,001,000,000 shares of all classes of stock. Of the total number of authorized shares of stock, 2,000,000,000 shares are shares of common stock, no par value, 500,000 shares are shares of preferred stock, no par value, which we refer to as the original Fifth Third preferred stock, and 500,000 shares are shares of Class B preferred stock, no par value, which we refer to as the Fifth Third Class B preferred stock. We refer to the original Fifth Third preferred stock and the Fifth Third Class B preferred stock collectively as the Fifth Third preferred stock.

The Fifth Third Board of Directors is not classified.

Shares of Common Stock

Fifth Third may issue shares of common stock in such amounts and proportion and for such consideration as may be fixed by its Board of Directors or a properly designated committee thereof. As of the date of this prospectus/information statement, Fifth Third is authorized to issue up to 2,000,000,000 shares of common stock. As of [●], 2019, Fifth Third had issued [●] shares of its common stock (excluding [●] shares of common stock held in treasury). Shares of Fifth Third common stock are traded on the NASDAQ under the symbol “FITB”. The transfer agent and registrar for Fifth Third common stock is American Stock Transfer & Trust Company, LLC.

General

Holders of shares of Fifth Third common stock are not entitled to preemptive or preferential rights. Shares of Fifth Third common stock have no redemption or sinking fund provisions applicable thereto. Shares of Fifth Third common stock do not have any conversion rights. The rights of holders of shares of Fifth Third common stock will be subject to, and may be adversely affected by, the rights of holders of shares of Fifth Third’s currently outstanding Series H Preferred Stock, Series I Preferred Stock and Series J Preferred Stock and any shares of Fifth Third preferred stock that Fifth Third may issue in the future, including shares of the new Fifth Third preferred stock.

Fifth Third may issue authorized but unissued shares of common stock in connection with several employee benefit and stock option and incentive plans maintained by it or its subsidiaries.

The outstanding shares of Fifth Third common stock are fully paid and non-assessable and shares of Fifth Third common stock that Fifth Third issues in the future, when fully paid for, will be non-assessable.

Dividends

When, as and if dividends are declared by the Fifth Third Board of Directors on the Fifth Third common stock out of funds legally available for their payment, the holders of shares of Fifth Third common stock are entitled to share equally, share for share, in such dividends. The payment of dividends on shares of Fifth Third common stock is subject to the prior payment of dividends on outstanding shares of the Fifth Third preferred stock.

Liquidation

In the event of Fifth Third’s voluntary or involuntary liquidation, dissolution and winding-up, the holders of shares of Fifth Third common stock are entitled to receive on a share-for-share basis, any of Fifth Third’s assets or funds available for distribution after Fifth Third has paid in full all of its debts and distributions and the full liquidation preferences of all series of shares of outstanding Fifth Third preferred stock.

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Voting Rights

Subject to the rights, if any, of the holders of shares of any series of the Fifth Third preferred stock, holders of shares of Fifth Third common stock have voting rights and are entitled to one vote for each share of common stock on all matters voted upon by Fifth Third stockholders. Upon demand, holders of shares of Fifth Third common stock have the right to cumulate their voting power in the election of directors under certain conditions.

Change of Control

Articles of Incorporation and Code of Regulations . The Fifth Third articles and Fifth Third regulations contain various provisions that could discourage or delay attempts to gain control of Fifth Third, including, among others, provisions that:

• authorize the Fifth Third Board of Directors to fix its size between 10 and 30 directors;

• provide that directors may be removed only for cause and only by a vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of Fifth Third entitled to vote generally in the election of directors, voting together as a single class; and

• authorize directors to fill vacancies on the Fifth Third Board of Directors that occur between annual stockholder meetings, except for vacancies caused by a director’s removal by a stockholder vote.

In addition, the ability of the Fifth Third Board of Directors to issue authorized but unissued common shares or preferred stock could have an anti-takeover effect.

In order to amend the Fifth Third articles, the affirmative vote of the holders of shares entitling them to exercise two-thirds of the voting power of Fifth Third is required. In order to amend the Fifth Third regulations, the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of Fifth Third is required at a meeting of stockholders, or by written consent of the holders of shares entitling them to exercise two-thirds of the voting power of Fifth Third without a meeting. The Fifth Third regulations may also be altered and amended, from time to time, by the Fifth Third Board of Directors to the extent permitted by the Ohio General Corporation Law.

Federal Bank Regulatory Limitations . The ability of a third party to acquire Fifth Third’s stock is also limited under applicable U.S. banking laws, including regulatory approval requirements. Under the Change in Bank Control Act of 1978, as amended, and the Federal Reserve Board’s regulations thereunder, any person, either individually or acting through or in concert with one or more persons, is prohibited from acquiring “control” of a bank holding company unless:

• the Federal Reserve Board has been given 60 days’ prior written notice of the proposed acquisition; and

• within that time period or a longer time period if the Federal Reserve Board extends the period during which such a disapproval may be issued, the Federal Reserve Board does not issue a notice disapproving the proposed acquisition.

An acquisition of control may be made before expiration of the disapproval period if the Federal Reserve Board issues written notice that it intends not to disapprove the action. The acquisition of more than 10% of a class of voting securities of a bank holding company with publicly held securities, such as Fifth Third, generally would constitute the acquisition of control of the bank holding company under the Change in Bank Control Act. An acquisition of control is not subject to the Change in Bank Control Act notice requirement if it is otherwise subject to approval under the Bank Merger Act or Section 3 of the BHC Act.

Under the BHC Act, and the Federal Reserve Board’s regulations thereunder, any bank holding company would be required to obtain the approval of the Federal Reserve Board before acquiring, directly or indirectly, more than 5% of the outstanding shares of any class of Fifth Third voting securities. In addition, any “company,” as defined in the BHC Act, other than a bank holding company, would be required to obtain Federal Reserve Board approval before acquiring “control” of Fifth Third. “Control” for purposes of the BHC Act generally means:

• the ownership or control of 25% or more of a class of voting securities;

• the ability to elect a majority of the directors; or

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• the ability otherwise to exercise a controlling influence over management and policies.

A person, other than an individual, that controls Fifth Third for purposes of the BHC Act is subject to regulation and supervision as a bank holding company under the BHC Act.

For purposes of the Federal Reserve Board approval requirements described above, shares of stock issued by a single issuer are deemed to be the same class of voting shares, regardless of differences in dividend rights or liquidation preference, if the shares are voted together as a single class on all matters for which the shares have voting rights other than certain matters that affect solely the rights or preferences of the shares. In addition to assessing the number of voting securities owned by an investor, the Federal Reserve Board also likely would assess the voting power associated with an investor’s voting securities when determining what proportion of a class of voting securities is controlled by the investor. Determinations of what constitutes a class of voting securities and calculations of the proportion of a class of voting securities that is controlled by an investor are made by the Federal Reserve pursuant to applicable law, applicable regulations and its practices. The foregoing discussion is not intended to describe all laws, regulations and regulatory practices relevant to federal bank regulatory approval requirements.

Ohio Law . Ohio law contains provisions that also could make more difficult a change of control of Fifth Third or discourage a tender offer or other plan to restructure Fifth Third. The following discussion of some of these provisions is qualified in its entirety by reference to those particular statutory and regulatory provisions.

Control Share Acquisition Act . The Ohio Control Acquisition Act provides that any “control share acquisition” of an Ohio issuing public corporation may be made only with the prior authorization of the stockholders of the corporation in accordance with the provisions of the Control Share Acquisition Act, unless the corporation’s articles of incorporation or regulations provide that the Control Share Acquisition Act does not apply to control share acquisition of its shares. The Fifth Third articles and Fifth Third regulations do not so provide, and accordingly Fifth Third is subject to the Control Share Acquisition Act. Subject to certain exceptions, a “control share acquisition” means the acquisition, directly or indirectly, by any person of shares of the corporation that, when added to all other shares in respect to which the person exercises voting power, would entitle that person, directly or indirectly, to exercise voting power in the election of directors within the following ranges:

• 20% or more, but less than one-third;

• one-third or more, but less than a majority; or

• a majority or more.

The Control Share Acquisition Act also requires that the acquiring person deliver an acquiring person statement to the corporation. The corporation must call a special meeting of its stockholders to vote upon the proposed acquisition within 50 days after receipt of the acquiring person statement, unless the acquiring person agrees to a later date.

The Control Share Acquisition Act further specifies that the stockholders must approve the proposed control share acquisition by certain percentages at a special meeting of stockholders at which a quorum is present. In order to comply with the Control Share Acquisition Act, the acquiring person may acquire shares only upon the affirmative vote of:

• a majority of the voting power of the corporation entitled to vote in the election of directors that is represented in person or by proxy at the separate special meeting; and

• a majority of the voting power of the corporation entitled to vote in the election of directors that is represented in person or by proxy at the special meeting excluding those shares deemed to be “interested shares” for purposes of the Control Share Acquisition Act.

“Interested shares” are shares the voting power of which in the election of directors is controlled by:

• an acquiring person;

• any officer of the corporation;

• any employee who is also a director of the corporation; or

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• any person who transfers such shares for value after the record date for the special meeting, if accompanied by the voting power in the form of a blank proxy, an agreement to vote as instructed by the transferee, or otherwise.

“Interested shares” also includes shares that are acquired by any person during the period beginning on the date of the first public disclosure of a proposed control share acquisition or any proposed merger, consolidation or other transaction that would result in a change of control of the corporation or all or substantially all of its assets and ending on the record date for the special meeting if either:

• the aggregate consideration paid by the person (and any other person acting in concert with the person) for shares of the corporation’s common shares exceeds $250,000; or

• the number of shares acquired by the person (and any other person acting in concert with the person) exceeds one-half of 1% of the outstanding shares of the corporation’s voting power entitled to vote in the election of directors.

In order to comply with the Control Share Acquisition Act, the proposed control share acquisition must be completed no later than 360 days following stockholder authorization.

Merger Moratorium Statute . Ohio corporation law prohibits an issuing public corporation, such as Fifth Third, from engaging in certain transactions with an interested stockholder for a period of three years following the date on which the person became an interested stockholder unless, prior to such date, the directors of the corporation approve either the transaction or the acquisition of shares pursuant to which such person became an interested stockholder. An interested stockholder is any person who is the beneficial owner of a sufficient number of shares to allow such person, directly or indirectly, alone or with others, including affiliates and associates, to exercise or direct the exercise of 10% of the voting power of the corporation in the election of directors.

The transactions covered include:

• any merger, consolidation, combination or majority share acquisition between or involving the corporation or a subsidiary and an interested stockholder or an affiliate or associate of an interested stockholder;

• certain transfers of property, dividends and issuance or transfers of shares, from or by the corporation or a subsidiary to, with or for the benefit of an interested stockholder or an affiliate or associate of an interested stockholder, unless the transaction is in the ordinary course of the corporation’s business and on terms no more favorable to the interested stockholder than those acceptable to third parties as demonstrated by contemporaneous transactions; and

• certain transactions which:

• increase the proportionate share ownership of an interested stockholder;

• result in the adoption of a plan, proposed by or on behalf of the interested stockholder, providing for the dissolution, winding-up of the affairs, or liquidation of the corporation; or

• pledge or extend the credit or financial resources of the corporation to or for the benefit of the interested stockholder.



After the initial three-year moratorium has expired, the corporation may engage in a covered transaction if:

• the acquisition of shares pursuant to which the relevant person became an interested stockholder received the prior approval of the Board of Directors;

• the transaction is approved by the affirmative vote of the holders of shares representing at least two-thirds of the voting power of the corporation in the election of directors and by the holders of shares representing at least a majority of voting shares that are not beneficially owned by an interested stockholder or an affiliate or associate of an interested stockholder; or

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• the transaction meets certain statutory tests designed to ensure that it is economically fair to all stockholders.

Tender Offer Procedures . Ohio corporation law also provides that an offeror may not make a tender offer that would result in the offeror beneficially owning more than 10% of any class of the corporation’s equity securities without first filing certain information with the Ohio Division of Securities and providing such information to the corporation and stockholders within Ohio. The Ohio Division of Securities may suspend the continuation of the tender offer if it determines that the offeror’s filed information does not provide full disclosure to the offerees of all material information concerning the tender offer. The statute also provides that an offeror may not acquire any equity security of the corporation within two years of the offeror’s previous acquisition of any equity security of the corporation pursuant to a tender offer unless the Ohio stockholders may sell such security to the offeror on substantially the same terms as the previous tender offer. The statute does not apply to a transaction if either the offeror or the target corporation is a savings and loan or bank holding company and the proposed transaction requires federal regulatory approval. Consequently, this Ohio statute will only apply if the proposed transaction does not trigger prior approval requirements discussed above under “Federal Bank Regulatory Limitations.”

Dissenter’s Rights . Under Ohio law, stockholders have the right to dissent from certain corporate actions and receive the fair cash value for their shares if they follow certain procedures. Stockholders entitled to relief as dissenting stockholders under Ohio law include stockholders:

• dissenting from certain amendments to the corporation’s articles of incorporation;

• of a corporation where all or substantially all of the assets of the corporation are being leased, sold, exchanged, transferred or otherwise disposed of outside of the ordinary course of its business;

• of a corporation that is being merged or consolidated into a surviving or new entity;

• of a surviving corporation in a merger who are entitled to vote on the adoption of an agreement of merger (but only as to the shares so entitling them to vote);

• other than the parent corporation, of an Ohio subsidiary corporation that is being merged into its parent corporation;

• of an acquiring corporation in a combination or a majority share acquisition who are entitled to vote on such transaction (but only as to the shares so entitling them to vote);

• of an Ohio subsidiary corporation into which one or more domestic or foreign corporations are being merged; and

• of a domestic corporation that is being converted.

The existence of the above provisions could potentially result in Fifth Third being less attractive to a potential acquiror, or result in our stockholders receiving less for their common stock than otherwise might be available if there is a takeover attempt.

Ohio law has eliminated dissenter’s rights in connection with the above corporate actions if the shares of the corporation for which a stockholder would make a demand are listed on a national securities exchange and no proceedings are underway to delist the shares. Therefore, none of the Fifth Third stockholders who own shares of Fifth Third stock listed on a national securities exchange could exercise dissenter’s rights with respect to such shares unless, and until, such shares would be delisted.

Shares of the Original Fifth Third Preferred Stock

The Fifth Third Board of Directors has the right to adopt amendments to the Fifth Third articles in respect of any unissued or treasury shares of the original Fifth Third preferred stock and fix or change: (1) the division of such shares of the original Fifth Third preferred stock into series and the designation and authorized number of shares of each series; (2) the dividend rate; (3) whether dividend rights shall be cumulative or non-cumulative; (4) the dates of payment of dividends and the dates from which they are cumulative; (5) liquidation price; (6) redemption rights and price; (7) sinking fund requirements; and (8) conversion rights; and restrictions on the issuance of such shares or any series thereof.

As of [●], 2019, [●] shares of the original Fifth Third preferred stock were outstanding as described below, and [●] shares of undesignated preferred stock were authorized and unissued.

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Series H Preferred Stock

In May 2013, Fifth Third issued 600,000 depositary shares, each representing a 1/25th ownership interest in a share of Series H Preferred Stock. The Series H Preferred Stock: (i) is nonvoting, other than class voting rights on certain matters that could adversely affect the shares; (ii) pays a non-cumulative fixed-to-floating rate dividend; and (iii) is not redeemable, except, subject to receiving all required regulatory approvals, at Fifth Third’s option (1) in whole or in part, at any time, or from time to time, on or after June 30, 2023, and (2) in whole, but not in part, at any time prior to June 30, 2023, following the occurrence of a “regulatory capital event,” as defined with respect to the Series H Preferred Stock in the Fifth Third articles.

Through, but excluding June 30, 2023, dividends on the Series H Preferred Stock will accrue, on a non-cumulative basis, at an annual rate of 5.10%. Commencing on June 30, 2023 and continuing for so long as any shares of Series H Preferred Stock remain outstanding, dividends on the Series H Preferred Stock will accrue, on a non-cumulative basis, at an annual rate equal to three-month LIBOR, reset quarterly, plus 3.033%. The Series H Preferred Stock ranks senior to shares of Fifth Third common stock in the event of liquidation or dissolution of Fifth Third. In the event of the liquidation or dissolution of Fifth Third, holders of shares of the Series H Preferred Stock are entitled to a liquidation preference of $25,000 per share, plus any declared and unpaid dividends, before any distribution of assets is made to holders of shares of Fifth Third common stock.

As of [●], 2019, [●] depositary shares, each representing a 1/25 ^th ownership interest in a share of Series H Preferred Stock, were issued and outstanding.

Series I Preferred Stock

In December 2013, Fifth Third issued 18,000,000 depositary shares, each representing a 1/1000th ownership interest in a share of Series I Preferred Stock. The Series I Preferred Stock: (i) is nonvoting, other than class voting rights on certain matters that could adversely affect the shares; (ii) pays a non-cumulative fixed-to-floating rate dividend; and (iii) is not redeemable, except, subject to receiving all required regulatory approvals, at Fifth Third’s option (1) in whole or in part, at any time, or from time to time, on or after December 31, 2023, and (2) in whole, but not in part, at any time prior to December 31, 2023, following the occurrence of a “regulatory capital event,” as defined with respect to the Series I Preferred Stock in the Fifth Third articles.

Through, but excluding December 31, 2023, dividends on the Series I Preferred Stock will accrue, on a non-cumulative basis, at an annual rate of 6.625%. Commencing on December 31, 2023 and continuing for so long as any shares of Series I Preferred Stock remain outstanding, dividends on the Series I Preferred Stock will accrue, on a non-cumulative basis, at an annual rate equal to three-month LIBOR, reset quarterly, plus 3.71%. The Series I Preferred Stock ranks senior to shares of Fifth Third common stock in the event of liquidation or dissolution of Fifth Third. In the event of the liquidation or dissolution of Fifth Third, holders of shares of the Series I Preferred Stock are entitled to a liquidation preference of $25,000 per share, plus any declared and unpaid dividends, before any distribution of assets is made to holders of shares of Fifth Third common stock.

As of [●], 2019, [●] depositary shares, each representing a 1/1000th ownership interest in a share of Series I Preferred Stock, were issued and outstanding. The depositary shares representing the Series I Preferred Stock are traded on the NASDAQ Global Select Market under the symbol “FITBI”.

Series J Preferred Stock

In June 2014, Fifth Third issued 300,000 depositary shares, each representing a 1/25th ownership interest in a share of Series J Preferred Stock. The Series J Preferred Stock: (i) is nonvoting, other than class voting rights on certain matters that could adversely affect the shares; (ii) pays a non-cumulative fixed-to-floating rate dividend; and (iii) is not redeemable, except, subject to receiving all required regulatory approvals, at Fifth Third’s option (1) in whole or in part, at any time, or from time to time, on or after September 30, 2019, and (2) in whole, but not in part, at any time prior to September 30, 2019, following the occurrence of a “regulatory capital event,” as defined with respect to the Series J Preferred Stock in the Fifth Third articles.

Through, but excluding September 30, 2019, dividends on the Series J Preferred Stock will accrue, on a non-cumulative basis, at an annual rate of 4.90%. Commencing on September 30, 2019 and continuing for so long as any shares of Series J Preferred Stock remain outstanding, dividends on the Series J Preferred Stock will accrue, on a non-cumulative basis, at an annual rate equal to three-month LIBOR, reset quarterly, plus 3.129%. The Series J Preferred Stock ranks senior to shares of Fifth Third common stock in the event of liquidation or dissolution of Fifth Third. In the event of the liquidation or dissolution of Fifth Third, holders of shares of the Series J Preferred Stock are entitled to a liquidation preference of $25,000 per share, plus any declared and unpaid dividends, before any distribution of assets is made to holders of shares of Fifth Third common stock.

As of [●], 2019, [●] depositary shares, each representing a 1/25th ownership interest in a share of Series J Preferred Stock, were issued and outstanding.

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Shares of the Fifth Third Class B Preferred Stock

The Fifth Third Board of Directors has the right to adopt amendments to the Fifth Third articles in respect of any unissued or treasury shares of the Fifth Third Class B preferred stock and fix or change: (1) dividend or distribution rights, which may be cumulative or non-cumulative; at a specified rate amount or proportion; with or without further participation rights; and in preference to, junior to, or on a parity, in whole or in part, with dividend or distribution rights of shares of any other class; (2) liquidation rights, preferences and price; (3) redemption rights and price; (4) sinking fund requirements, which may require Fifth Third to provide a sinking fund out of earnings or otherwise for the purchase or redemption of the shares or for dividends or distributions on them; (5) voting rights, which may be full, limited or denied, except as otherwise required by law; (6) preemptive rights, or the denial or limitation of them; (7) conversion rights; (8) restrictions on the issuance of shares; (9) rights of alteration of express terms; (10) the division of any class of shares into series; (11) the designation and authorized number of shares of each series; and (12) any other relative, participating, optional or other special rights and privileges on, and qualifications or restrictions on, the rights of holders of shares of any class or series of the Fifth Third Class B preferred stock.

As of [●], 2019, no shares of the Class B Fifth Third preferred stock were outstanding, and 500,000 shares of undesignated no par value Class B preferred stock were authorized and unissued.

6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A

Pursuant to the merger agreement and in connection with the merger, Fifth Third will file with the Secretary of State of the State of Ohio the amended articles designating the new Fifth Third preferred stock.

The shares of the new Fifth Third preferred stock will not be convertible into, or exchangeable for, shares of any other class or series of Fifth Third’s shares or other securities and will not be subject to any sinking fund or other obligation to redeem or repurchase. The new Fifth Third preferred stock represents non-withdrawable capital, will not be an account of an insurable type, and will not be insured or guaranteed by the FDIC or any other governmental agency or instrumentality.

The shares of the new Fifth Third preferred stock will rank, as to the payment of dividends and/or distribution of assets upon Fifth Third’s liquidation, dissolution or wind-up, senior to shares of Fifth Third common stock and either junior, senior or equal to any other class or series of shares issued by Fifth Third that are designated as junior, senior or equal to the new Fifth Third preferred stock. The new Fifth Third preferred stock will rank on parity, as to dividends and, upon liquidation, dissolution or winding-up of Fifth Third, in the distribution of assets, with the outstanding Series H Preferred Stock, Series I Preferred Stock and Series J Preferred Stock.

Holders of the shares of the new Fifth Third preferred stock will be entitled to receive, when, as and if declared by the Fifth Third Board of Directors out of funds legally available therefor, non-cumulative cash dividends on the liquidation preference amount of $1,000 per share at a rate of 6.00% per annum. Dividends on shares of the new Fifth Third preferred stock will be payable quarterly in arrears on each of March 31st, June 30th, September 30th and December 31st, with respect to the quarterly dividend period (or portion thereof) ending on the day preceding such respective dividend payment date. The first dividend payable on shares of the new Fifth Third preferred stock will accrue starting on August 25, 2019 and, if declared by the Fifth Third Board of Directors, will be paid on September 30, 2019. When dividends are not paid in full upon the shares of the new Fifth Third preferred stock and the new Fifth Third preferred stock parity securities, if any, all dividends declared upon shares of the new Fifth Third preferred stock and the new Fifth Third preferred stock parity securities, if any, will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the new Fifth Third preferred stock, and accrued dividends, including any accumulations, on the Fifth Third preferred stock parity securities, if any, bear to each other for the then current dividend period.

The new Fifth Third preferred stock will not be subject to any mandatory redemption, sinking fund or other similar provisions. The holders of shares of the new Fifth Third preferred stock will not have the right to require the redemption or repurchase of shares of the new Fifth Third preferred stock.

The shares of the new Fifth Third preferred stock will be redeemable by Fifth Third at its option (i) on any dividend payment date on or after November 25, 2022, in whole or in part, from time to time, or (ii) within 90 days following the occurrence of a “regulatory capital treatment event,” as defined with respect to the new Fifth Third preferred stock in the Fifth Third articles of incorporation, in whole but not in part, at any time, in each case at a redemption price equal to $1,000 per share, plus any declared and unpaid dividends on the shares of the new Fifth Third preferred stock called for redemption. Dividends will cease to accrue on those shares on and after the redemption date. Redemption of the shares of the new Fifth Third preferred stock is subject to Fifth Third’s receipt of any required prior approvals from the Federal Reserve and to the satisfaction of any conditions set forth in the capital guidelines of the Federal Reserve applicable to the redemption of the shares of the new Fifth Third preferred stock. However, unless the full dividends for the most recently completed dividend period have been declared or paid on all outstanding shares of the new Fifth Third preferred stock, during a dividend period, (i) no shares of capital stock ranking junior to the new Fifth Third preferred stock shall be repurchased, redeemed or otherwise acquired for consideration by Fifth Third, subject to certain exceptions, nor shall any monies be paid to or made available for a sinking fund for the redemption of any such shares by Fifth Third, and (ii) no shares of capital stock ranking equal to the new Fifth Third preferred stock shall be repurchased, redeemed or otherwise acquired for consideration by Fifth Third, other than pursuant to pro rata offers to purchase all, or a pro rata portion of the new Fifth Third preferred stock and such shares ranking equal to the new Fifth Third preferred stock, except by conversion into or exchange for shares of capital stock ranking junior to the new Fifth Third preferred stock.

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In the event Fifth Third liquidates, dissolves or winds up its business and affairs, either voluntarily or involuntarily, holders of shares of the new Fifth Third preferred stock will be entitled to receive liquidating distributions of $1,000 per share, plus any declared and unpaid dividends, before Fifth Third makes any distribution of assets to the holders of shares of Fifth Third common stock or any other class or series of shares ranking junior to shares of the new Fifth Third preferred stock with respect to the distribution of assets. If the assets of Fifth Third are not sufficient to pay in full all amounts payable, including declared but unpaid dividends, with respect to shares of the new Fifth Third preferred stock and shares of any stock having the same rank as the new Fifth Third preferred stock with respect to the distribution of assets, the holders of shares of the new Fifth Third preferred stock and shares of that other stock will share in any distribution of assets in proportion to the respective aggregate liquidation preferences to which they are entitled. After the holders of shares of the new Fifth Third preferred stock and shares of any stock having the same rank as the new Fifth Third preferred stock are paid in full, they will have no right or claim to any of Fifth Third’s remaining assets.

Holders of shares of the new Fifth Third preferred stock will vote together with holders of share of Fifth Third common stock as a single class on all matters on which the holders of shares of Fifth Third common stock are entitled to vote, with the holders of shares of the new Fifth Third preferred stock being entitled to 24 votes for each share of the new Fifth Third preferred stock standing in such holder’s name on the books of Fifth Third and the holders of shares of Fifth Third common stock being entitled to one vote per share of Fifth Third common stock.

In addition, so long as there are any shares of the new Fifth Third preferred stock outstanding, the affirmative vote of the holders of at least two-thirds of all of the shares of the new Fifth Third preferred stock at the time outstanding, voting together as a single class, will be required to: (1) amend, alter or repeal the provisions of the Fifth Third articles or the Fifth Third regulations so as to adversely affect the powers, preferences, privileges or special rights of the new Fifth Third preferred stock, subject to certain exceptions; (2) amend or alter the Fifth Third articles to authorize or increase the authorized amount of or issue shares of any class or series of stock, or reclassify any of Fifth Third’s authorized capital stock into any shares of capital stock, ranking senior to the new Fifth Third preferred stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding-up of Fifth Third, or issue any obligation or security convertible into or evidencing the right to purchase any such shares of senior stock; or (3) consummate a binding share exchange, a reclassification involving the new Fifth Third preferred stock or a merger or consolidation of Fifth Third with or into another entity, unless (i) the new Fifth Third preferred stock remains outstanding or, in the case of any such merger or consolidation with respect to which Fifth Third is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity (or its ultimate parent), and (ii) the new Fifth Third preferred stock remaining outstanding or the new preferred securities, as the case may be, have such powers, preferences and special rights that will not be materially less favorable to the holders thereof than the powers, preferences and special rights of the new Fifth Third preferred stock, taken as a whole.

If and whenever dividends payable on the shares of the new Fifth Third preferred stock shall have not been paid in an aggregate amount equal to full dividends for six or more dividend periods (whether or not consecutive), which we refer to as a nonpayment event, the authorized number of directors then constituting the Fifth Third Board of Directors shall be automatically increased by two and the holders of shares of the new Fifth Third preferred stock, together with the holders of any other class or series of outstanding shares of Fifth Third preferred stock upon which similar voting rights as described in this section have been conferred and are exercisable with respect to such matter, which we refer to as the voting parity stock, voting together as a single class in proportion to their respective liquidation preferences, shall be entitled to elect, by a plurality of the votes cast, the two additional directors. When dividends have been paid in full on the new Fifth Third preferred stock for at least four consecutive dividend periods, then the right of the holders of shares of the new Fifth Third preferred stock to elect the two additional directors will terminate.

The holders of shares of the new Fifth Third preferred stock have exclusive rights on any amendment to the Fifth Third charter that would only alter the contract rights of the shares of the new Fifth Third preferred stock.

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Except as set forth above, the shares of the new Fifth Third preferred stock will not have any voting rights except as required by Ohio law.

The new Fifth Third preferred stock will have substantially the same terms as MB Financial preferred stock, and in any event, the powers, preferences and special rights of the new Fifth Third preferred stock will not be materially less favorable to the holders of shares of MB Financial preferred stock than the powers, preferences and special rights of the MB Financial preferred stock, taken as a whole. There are certain differences that are not material, such as (i) the MB Financial preferred stock has a par value of $0.01 per share and the new Fifth Third preferred stock has no par value and (ii) dividend payment dates. If declared by the MB Financial Board of Directors, dividends are currently payable on shares of MB Financial preferred stock quarterly, in arrears, on February 25, May 25, August 25 and November 25 of each year. If declared by the Fifth Third Board of Directors, dividends will be payable on shares of the new Fifth Third preferred stock quarterly, in arrears, on March 31, June 30, September 30 and December 31 of each year.

The shares of the new Fifth Third preferred stock will be deposited with American Stock Transfer & Trust Company, LLC, which we refer to as the depositary. The depositary will issue depositary shares, in respect thereof each representing a 1/40 ^th interest in one share of the new Fifth Third preferred stock and represented by depositary receipts. The current deposit agreement among MB Financial, the depositary and the holders of the depositary receipts evidencing the depositary shares representing interests in the MB Financial preferred stock will be amended so that Fifth Third will replace MB Financial as the party to such agreement and the shares of the new Fifth Third preferred stock will replace the shares of the MB Financial preferred stock as the shares deposited under such agreement. We refer to this amended deposit agreement as the amended deposit agreement. The amended deposit agreement will set forth the various rights and obligations of the parties thereto and establish the relationships between Fifth Third as the issuer, the depositary and calculation agent, and the transfer agent and registrar. Subject to the terms of the amended deposit agreement, each holder of a depositary share will be entitled, through the depositary, in proportion to the applicable fraction of a share of the new Fifth Third preferred stock represented by such depositary share, to all the rights and preferences of the new Fifth Third preferred stock represented thereby (including dividend, voting, redemption and liquidation rights, as applicable). Fifth Third will seek to cause the depositary shares representing interests in the new Fifth Third preferred stock to be approved for listing on the NASDAQ.

Please refer to “— Federal Bank Regulatory Limitations ” above for information regarding certain regulatory approval requirements under applicable U.S. banking laws that apply to certain acquisitions of voting securities, including the new Fifth Third preferred stock. If the Federal Reserve Board were to determine that, for purposes of such regulatory approvals, the new Fifth Third preferred stock represents a separate class of voting securities distinct from the common stock, including as a result of the holders of the new Fifth Third preferred stock becoming entitled to vote for the election of additional directors because dividends are in arrears, such regulatory approvals could be required based on solely a shareholder’s proportionate ownership of the new Fifth Third preferred stock.

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APPRAISAL RIGHTS

MB Financial is holding a special meeting of its stockholders on July 18, 2019 to vote on a proposal to amend the MB Financial charter to (i) clarify that MB Financial stockholders shall not be entitled to exercise any rights of an objecting stockholder provided for under the Maryland General Corporation Law and (ii) remove provisions relating to the approval of certain business combinations with an interested stockholder (as defined in the MB Financial charter) in their entirety. The affirmative vote of the holders of a majority of the votes entitled to be cast by all classes of MB Financial capital stock outstanding and entitled to vote on the MB Financial charter amendment proposal, voting together as a single class, is required to approve the MB Financial charter amendment proposal. Through its ownership of all of the shares of MB Financial common stock, Fifth Third holds approximately 95% of the votes entitled to be cast by all classes of MB Financial capital stock outstanding and entitled to vote on the MB Financial charter amendment proposal. It is expected that Fifth Third will vote all of its shares of MB Financial common stock in favor of the MB Financial charter amendment proposal, and in that event, the MB Financial charter amendment proposal will be approved regardless of how the holders of shares of MB Financial preferred stock vote. As such, MB Financial stockholders will not be entitled to appraisal rights in connection with the merger.

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EXPERTS

The consolidated financial statements incorporated in this prospectus by reference from Fifth Third Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2018, and the effectiveness of Fifth Third Bancorp’s internal control over financial reporting as of December 31, 2018, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports (which reports (1) express an unqualified opinion on the financial statements and include an explanatory paragraph regarding Fifth Third Bancorp’s election to retrospectively change the accounting for qualifying Low-Income Housing Tax Credit investments from the equity method to the proportional amortization method and (2) express an unqualified opinion on the effectiveness of internal control over financial reporting), which are incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

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LEGAL OPINIONS

Based on customary representations made by Fifth Third and MB Financial, Davis Polk & Wardwell LLP expects to deliver at or prior to the completion of the merger, an opinion to Fifth Third as to certain United States federal income tax consequences of the merger. See “Material United States Federal Income Tax Consequences of the Merger” beginning on page [●].

The legality of the new Fifth Third preferred stock offered by this prospectus/information statement will be passed upon for Fifth Third by Thompson Hine LLP.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows Fifth Third to incorporate certain information into this prospectus/information statement by reference to other information that has been filed with the SEC. The information incorporated by reference is deemed to be part of this prospectus/information statement, except for any information that is superseded by information in this prospectus/information statement. The documents that are incorporated by reference contain important information about Fifth Third and you should read this prospectus/information statement together with any other documents incorporated by reference in this prospectus/information statement.

This prospectus/information statement incorporates by reference the following documents that have previously been filed with the SEC by Fifth Third (File No. 001-33653), other than information furnished pursuant to Item 2.02 or Item 7.01 on a Current Report on Form 8-K or otherwise not deemed to be filed:

• Annual Report on Form 10-K for the year ended December 31, 2018;

• Proxy Statement on Schedule 14A for the 2019 annual meeting of stockholders filed on March 6, 2019;

• Quarterly Report on Form 10-Q for the quarter ended March 31, 2018; and

• Current Reports on Form 8-K filed on January 22, 2019, January 25, 2019, March 7, 2019, March 11, 2019, 2018, March 15, 2019, March 18, 2019, March 22, 2019, April 16, 2019, April 26, 2019, May 20, 2019, May 24, 2019, May 30, 2019 and June 20, 2019 and Current Report on Form 8-K/A filed on June 20, 2019 (other than the portions of those documents not deemed to be filed).

In addition, Fifth Third is incorporating by reference any documents it may file under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus/information statement and prior to the date of the special meeting, provided, however, that Fifth Third is not incorporating by reference any information furnished (but not filed), except as otherwise specified herein.

Fifth Third files annual, quarterly and special reports, proxy statements and other business and financial information with the SEC. You may obtain the information incorporated by reference and any other materials Fifth Third files with the SEC without charge by following the instructions in the section entitled “ Where You Can Find More Information ” in the forepart of this prospectus/information statement.

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Neither Fifth Third nor MB Financial has authorized anyone to give any information or make any representation about the merger or its companies that is different from, or in addition to, that contained in this prospectus/information statement or in any of the materials that have been incorporated into this prospectus/information statement. Therefore, if anyone does give you information of this sort, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this prospectus/information statement or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this prospectus/information statement does not extend to you. The information contained in this prospectus/information statement speaks only as of the date of this prospectus/information statement unless the information specifically indicates that another date applies.

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APPENDIX A

AGREEMENT AND PLAN OF MERGER

dated as of

June 24, 2019

between

Fifth Third Bancorp

and

MB Financial, Inc.

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AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER dated as of June 24, 2019 (the “ Agreement ”), between Fifth Third Bancorp, an Ohio corporation (“ Parent ”), and MB Financial, Inc., a Maryland corporation (“ Subsidiary ”).

W I T N E S S E T H:

WHEREAS, the Boards of Directors of Parent and Subsidiary have determined that it is advisable and in the best interests of their respective companies and their shareholders to consummate the merger provided for herein, pursuant to which Subsidiary will, subject to the terms and conditions set forth herein, merge with and into Parent (the “ Merger ”), so that Parent is the surviving corporation (hereinafter sometimes referred to in such capacity as the “ Surviving Corporation ”) in the Merger;

WHEREAS, the parties desire to make certain agreements in connection with the Merger and also to prescribe certain conditions to the Merger; and

WHEREAS, the parties intend that, for U.S. federal income tax purposes, the Merger will be treated as a reorganization within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the “ Code ”) and that this Agreement constitute a “plan of reorganization” for purposes of Section 368 and related provisions of the Code.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:

Article 1
The Merger

Section 1.01. The Merger . Subject to the terms and conditions of this Agreement, in accordance with the Maryland General Corporation Law (the “ MGCL ”) and the Ohio Revised Code (the “ Revised Code ”), at the Effective Time (as defined below), Subsidiary shall merge with and into Parent. Parent shall be the Surviving Corporation in the Merger, and shall continue its corporate existence under the laws of the State of Ohio. Upon consummation of the Merger, the separate corporate existence of Subsidiary shall terminate.

Section 1.02. Closing . Subject to the terms and conditions of this Agreement, the closing of the Merger (the “ Closing ”) will take place on a date (the “ Closing Date ”), at a time, and at a location, in each case as determined by Parent after the satisfaction or waiver (subject to applicable law) of the latest to occur of the conditions set forth in ‎Article 3 hereof (other than those conditions that by their nature can be satisfied only at the Closing, but subject to the satisfaction or waiver thereof).

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Section 1.03. Effective Time . Subject to the terms and conditions of this Agreement, on or before the Closing Date, Parent and Subsidiary shall file or cause to be filed (a) articles of merger (the “ Articles of Merger ”) containing such information as is required by the relevant provisions of the MGCL in order to effect the Merger with the Department of Assessments and Taxation of the State of Maryland (the “ Department ”) and (b) a certificate of merger (the “ Certificate of Merger ”) containing such information as is required by the relevant provisions of the Revised Code in order to effect the Merger with the Secretary of State of the State of Ohio (the “ Secretary ”). The Merger shall become effective at such time as is specified in the Certificate of Merger (such time, the “ Effective Time ”).

Section 1.04. Effects of the Merger . At and after the Effective Time, the Merger shall have the effects set forth in Section 3-114 of the MGCL and Section 1701.82 of the Revised Code. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (i) the Surviving Corporation shall possess all assets and property of every description, and every interest in the assets and property, wherever located, and the rights, privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, of Subsidiary, (ii) subject to the limitations specified in Section 2307.97 of the Revised Code (“ Section 2307.97 ”), the Surviving Corporation shall possess all obligations belonging to or due to Subsidiary, all of which are vested in the Surviving Corporation without further act or deed, (iii) title to any real estate or any interest in the real estate vested in Subsidiary shall not revert or in any way be impaired by reason of the Merger, (iv) subject to the limitations specified in Section 2307.97, the Surviving Corporation shall be liable for all the obligations of Subsidiary, (v) any claim existing or any action or proceeding pending by or against Subsidiary may be prosecuted to judgment, with right of appeal, as if the Merger had not taken place, or the Surviving Corporation may be substituted in its place and (vi) subject to the limitations specified in Section 2307.97, all the rights of creditors of Subsidiary are preserved unimpaired, and all liens upon the property of Subsidiary are preserved unimpaired, on only the property affected by those liens immediately prior to the Effective Date.

Section 1.05. Subsidiary Common Stock . At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Subsidiary, or any holder thereof, all shares of the common stock, par value $0.01 per share, of Subsidiary (the “ Subsidiary Common Stock ”) issued and outstanding immediately prior to the Effective Time shall be cancelled and shall cease to exist and no consideration shall be delivered in exchange therefor.

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Section 1.06. Subsidiary Preferred Stock . At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Subsidiary or any holder thereof, each share of 6.00% Non-Cumulative Perpetual Preferred Stock, Series C, par value $0.01 per share, of Subsidiary (the “ Subsidiary Preferred Stock ”) issued and outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive one share of 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A, a newly created series of preferred stock of Parent having the express terms set forth in Exhibit A (the “ Merger Consideration ” and all shares of such newly created series, collectively, the “ New Parent Preferred Stock ”) and, upon such conversion, the Subsidiary Preferred Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time.

Section 1.07. Surrender and Payment.

(a)            Each holder of shares of Subsidiary Preferred Stock that have been converted into the right to receive the Merger Consideration shall, upon delivery to the Surviving Corporation of such instrument or evidence of transfer of such Subsidiary Preferred Stock and such other information and documentation as the Surviving Corporation shall reasonably request, be entitled to receive the Merger Consideration in respect of the Subsidiary Preferred Stock owned by such holder. The shares of New Parent Preferred Stock, at Parent’s option, shall be in uncertificated book-entry form, unless a physical certificate is requested by a holder of shares of Subsidiary Preferred Stock or is otherwise required under applicable law. Until so surrendered or transferred, as the case may be, each such certificate for Subsidiary Preferred Stock (a “ Certificate ”) or uncertificated share of Subsidiary Preferred Stock (an “ Uncertificated Share ”) shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration and the right to receive any dividends or other distributions pursuant to ‎Section 1.07(e).

(b)            If any portion of the Merger Consideration is to be paid to a person other than the person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) the person requesting such payment shall pay to the Surviving Corporation any transfer or other taxes required as a result of such payment to a person other than the registered holder of such Certificate or Uncertificated Share or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

(c)            After the Effective Time, there shall be no further registration of transfers of shares of Subsidiary Preferred Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this ‎Article 1.

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(d)            Parent shall not be liable to any holder of shares of Subsidiary Preferred Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Subsidiary Preferred Stock two years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any governmental authority) shall become, to the extent permitted by applicable law, the property of Surviving Corporation free and clear of any claims or interest of any person previously entitled thereto.

(e)            No dividends or other distributions with respect to the New Parent Preferred Stock shall be paid to the holder of any Certificates not surrendered or of any Uncertificated Shares not transferred until such Certificates or Uncertificated Shares are surrendered or transferred, as the case may be, as provided in this ‎Section 1.07. Following such surrender or transfer, there shall be paid, without interest, to the person in whose name the securities of Parent have been registered, (i) at the time of such surrender or transfer, the amount of all dividends or other distributions with a record date after the Effective Time previously paid or payable on the date of such surrender with respect to such securities, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time and prior to surrender or transfer and with a payment date subsequent to surrender or transfer payable with respect to such securities.

Section 1.08. Withholding Rights . Notwithstanding any provision contained herein to the contrary, the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable to any person pursuant to this ‎Article 1 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax law. If the Surviving Corporation so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Subsidiary Preferred Stock in respect of which the Surviving Corporation, made such deduction and withholding.

Section 1.09. Lost Certificates . If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Surviving Corporation will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Subsidiary Preferred Stock represented by such Certificate, as contemplated by this ‎Article 1.

Section 1.10. Dividends . If the Board of Directors of Subsidiary authorizes and the Subsidiary declares a dividend on the Subsidiary Preferred Stock with a Payment Date (as such term is defined in the Articles Supplementary to the Subsidiary Charter (as defined below) dated November 21, 2017) of August 25, 2019 and the Closing Date occurs on or prior to August 26, 2019, Subsidiary shall cause such dividend to be paid on August 26, 2019, the first business day after August 25, 2019.

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Article 2
The Surviving Corporation

Section 2.01. Articles of Incorporation . At the Effective Time, the Articles of Incorporation of Parent, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended in accordance with applicable law.

Section 2.02. Code of Regulations . At the Effective Time, the Code of Regulations of Parent, as in effect immediately prior to the Effective Time, shall be the Code of Regulations of the Surviving Corporation until thereafter amended in accordance with applicable law.

Section 2.03. Directors and Officers . From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law, (i) the directors of Parent at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of Parent at the Effective Time shall be the officers of the Surviving Corporation.

Article 3
Conditions Precedent

Section 3.01. Conditions to Each Party’s Obligations to Effect the Merger . The respective obligations of the parties to effect the Merger shall be subject to the satisfaction (or, to the extent permitted by applicable law, waiver) at or prior to the Closing of the following conditions:

(a)            the Merger shall have been duly approved by the stockholders of Subsidiary;

(b)            the stockholders of Subsidiary shall have approved amendments to the charter of Subsidiary (the “ Subsidiary Charter ”) (i) to clarify that the stockholders of Subsidiary shall not be entitled to exercise any rights of an objecting stockholder provided for under the MGCL and (ii) to remove provisions relating to the approval of certain business combinations with an interested stockholder (as defined in the Subsidiary Charter);

(c)            all required regulatory approvals or waivers which are necessary to consummate the transactions contemplated by this Agreement shall have been obtained; and

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(d)            no order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or any of the other transactions contemplated by this Agreement shall be in effect, and no statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any governmental entity which prohibits or makes illegal consummation of the Merger or any of the other transactions contemplated by this Agreement.

Article 4
Termination

Section 4.01. Termination . This Agreement may be terminated by Parent at any time prior to the Effective Time, whether before or after approval of the Merger by the stockholders of Subsidiary.

Article 5
Miscellaneous

Section 5.01. Binding Effect . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Section 5.02. Governing Law . This Agreement shall be construed in accordance with and governed by the laws of the State of Ohio, without giving effect to principles of conflicts of law.

Section 5.03 . Counterparts; Effectiveness . This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received the counterpart hereof signed by the other party hereto.

Section 5.04. Amendment . This Agreement may be amended by the parties hereto at any time prior to the Effective Time, whether before or after approval of the Merger by the stockholders of Subsidiary; provided that any amendment after such approval that requires further approval of such stockholders shall be subject to and conditioned on such approval.

Section 5.05. Tax Treatment . The parties hereto acknowledge and agree that the Merger is intended to be treated as a reorganization within the meaning of Section 368(a) of the Code and hereby adopt this Agreement as a “plan of reorganization” for purposes of Section 368 and related provisions of the Code.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed.

Fifth Third Bancorp

By: /s/ Susan B. Zaunbrecher

Name: Susan B. Zaunbrecher

Title: Executive Vice President, Corporate Secretary and Chief Legal Officer

MB FINANCIAL, INC.

By: /s/ Susan B. Zaunbrecher

Name: Susan B. Zaunbrecher

Title:
Executive Vice President, Corporate Secretary and

Chief Legal Officer

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Exhibit A

AMENDMENT TO THE AMENDED ARTICLES OF INCORPORATION

OF

FIFTH THIRD BANCORP

Paragraph (A)(3)(a) of Article Fourth of the Amended Articles of Incorporation of Fifth Third Bancorp is renumbered and redesignated as paragraph (A)(3)(b), and a new Paragraph (A)(3)(a) of Article Fourth of the Amended Articles of Incorporation of Fifth Third Bancorp is added to read as follows:

(a)

Section 1.           Designation and Number of Shares . There is hereby created out of the authorized and unissued shares of Class B Preferred Stock a series of Class B Preferred Stock designated as the “6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A ” (the “ Series A Class B Preferred Stock ”). The authorized number of shares of Series A Class B Preferred Stock shall be 200,000 shares, with no par value, having a liquidation preference of $1,000 per share. The number of shares constituting Series A Class B Preferred Stock may be increased from time to time in accordance with Ohio law up to the maximum number of shares of Class B Preferred Stock authorized to be issued under these Articles of Incorporation, as amended or supplemented, less all shares at the time authorized of any other series of Class B Preferred Stock, and any such additional shares of Series A Class B Preferred Stock would form a single series with the shares of Series A Class B Preferred Stock already then issued. Shares of Series A Class B Preferred Stock will be dated the date of issue. Shares of outstanding Series A Class B Preferred Stock that are redeemed, purchased or otherwise acquired by the corporation, or converted into another series of Class B Preferred Stock, shall be cancelled and shall revert to authorized but unissued shares of Class B Preferred Stock undesignated as to series.

Section 2.           Definitions . The following terms are used in this Amendment as defined below:

(a)             “ Business Day ” means any weekday that is not a legal holiday in New York, New York and that is not a day on which banking institutions in New York, New York or Cincinnati, Ohio are closed.

(b)             “ Class B Series A Dividend Payment Date ” has the meaning set forth in ‎ Section 4(b).

(c)             “ Common Stock ” means the common stock, with no par value, of the Corporation.

(d)             “ DTC ” means The Depository Trust Company.

(e)             “ Nonpayment Event ” has the meaning set forth in ‎Section 7(d).

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(f)              “ Original Issue Date ” means the date of issue of the Series A Class B Preferred Stock.

(g)             “ Preferred Stock Directors ” has the meaning set forth in ‎Section 7(d).

(h)             “ Regulatory Capital Treatment Event ” means the good faith determination by the corporation that, as a result of (i) any amendment to, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of Series A Class B Preferred Stock; (ii) any proposed change in those laws or regulations that is announced after the initial issuance of any share of Series A Class B Preferred Stock; or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the initial issuance of any share of Series A Class B Preferred Stock, there is more than an insubstantial risk that the Corporation will not be entitled to treat the full liquidation value of the shares of Series A Class B Preferred Stock then outstanding as “Tier 1 Capital” (or its equivalent) for purposes of the capital adequacy regulations and guidelines of Regulation Q of the Board of Governors of the Federal Reserve System (or, as and if applicable, the capital adequacy guidelines or regulations of any successor appropriate federal banking agency), as then in effect and applicable, for as long as any share of Series A Class B Preferred Stock is outstanding.

(i)              “ Series A Dividend Period ” means the period from and including a Class B Series A Dividend Payment Date to but excluding the next Class B Series A Dividend Payment Date, except that the initial Series A Dividend Period will commence on and include August 25, 2019 and will end on and include September 29, 2019.

(j)              “ Series A Class B Junior Securities ” has the meaning set forth in ‎ Section 3(a).

(k)             “ Series A Class B Parity Securities ” has the meaning set forth in ‎ Section 3(b).

(l)              “ Series A Class B Senior Securities ” has the meaning set forth in ‎ Section 3(c).

(m)              “ Voting Parity Stock ” has the meaning set forth in ‎Section 7(d).

Section 3.           Ranking . The shares of Series A Class B Preferred Stock shall rank:

(a)             senior, as to dividends and, upon liquidation, dissolution or winding up of the corporation, in the distribution of assets, to the Common Stock, and to any other class or series of capital stock of the corporation now or hereafter authorized, issued or outstanding that, by its terms, does not expressly provide that it ranks pari passu with or senior to the Series A Class B Preferred Stock as to dividends and upon liquidation, dissolution and winding up of the Corporation, in the distribution of assets, as the case may be (collectively, the “ Series A Class B Junior Securities ”);

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(b)             on a parity, as to dividends and, upon liquidation, dissolution or winding up of the Corporation, in the distribution of assets, with the corporation’s outstanding Series H Preferred Stock, Series I Preferred Stock and Series J Preferred Stock and any other class or series of capital stock of the Corporation now or hereafter authorized, issued or outstanding that, by its terms, expressly provides that it ranks pari passu with the Series A Class B Preferred Stock as to dividends and, upon liquidation, dissolution or winding up of the corporation, in the distribution of assets, as the case may be (collectively, the “ Series A Class B Parity Securities ”); and

(c)             junior, to each other class or series of capital stock of the corporation, now or hereafter authorized, issued or outstanding that, by its terms, expressly provides that it ranks senior to the Series A Class B Preferred Stock as to dividends or, upon liquidation, dissolution or winding up of the corporation, in the distribution of assets (collectively, the “ Series A Class B Senior Securities ”).

The corporation may authorize and issue additional shares of Series A Class B Junior Securities and Series A Class B Parity Securities without the consent of the holders of the Series A Class B Preferred Stock.

Section 4.           Dividends .

(a)             Holders of Series A Class B Preferred Stock will be entitled to receive, when, as and if declared by the Board of Directors or a duly authorized committee of the Board of Directors, out of assets legally available for the payment of dividends under Ohio law, non-cumulative cash dividends based on the liquidation preference of the Series A Class B Preferred Stock at a rate equal to 6.00% per annum for each Series A Dividend Period from the Original Issue Date of the Series A Class B Preferred Stock to, but excluding, the redemption date of the Series A Class B Preferred Stock, if any.

(b)             If declared by the Board of Directors or a duly authorized committee of the Board of Directors, dividends will be payable on the Series A Class B Preferred Stock (each such date, a “ Class B Series A Dividend Payment Date ”) quarterly, in arrears, on March 31, June 30, September 30 and December 31 of each year, beginning on September 30, 2019. If any Class B Series A Dividend Payment Date is not a Business Day, then the payment will be made on the next Business Day without any adjustment to the amount of dividends paid.

(c)             Dividends will be payable to holders of record of Series A Class B Preferred Stock as they appear on the corporation’s books on the applicable record date, which shall be the 15th calendar day before the applicable Class B Series A Dividend Payment Date, or such other record date, no earlier than 30 calendar days before the applicable Class B Series A Dividend Payment Date, as shall be fixed by the Board of Directors or a duly authorized committee of the Board of Directors.

(d)             Dividends payable on Series A Class B Preferred Stock will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dollar amounts resulting from that calculation will be rounded to the nearest cent, with one-half cent being rounded upwards. Dividends on the Series A Class B Preferred Stock will cease to accrue on the redemption date, if any, unless the Corporation defaults in the payment of the redemption price of the Series A Class B Preferred Stock called for redemption.

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(e)             Dividends on the Series A Class B Preferred Stock will not be cumulative. If the Board of Directors or a duly authorized committee of the Board of Directors does not declare a dividend on the Series A Class B Preferred Stock in respect of a Series A Dividend Period, then no dividend shall be deemed to have accrued for such Series A Dividend Period, be payable on the applicable Class B Series A Dividend Payment Date or be cumulative, and the corporation will have no obligation to pay any dividend for that Series A Dividend Period, whether or not the Board of Directors or a duly authorized committee of the Board of Directors declares a dividend for any future Series A Dividend Period with respect to the Series A Class B Preferred Stock or any other class or series of the Corporation’s Preferred Stock.

(f)              So long as any share of Series A Class B Preferred Stock remains outstanding, unless the full dividends for the most recently completed Series A Dividend Period have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside) on all outstanding shares of Series A Class B Preferred Stock, during a Series A Dividend Period:

(i)             no dividend shall be declared or paid or set aside for payment and no distribution shall be declared or made or set aside for payment on any Series A Class B Junior Securities (other than (A) a dividend payable solely in Series A Class B Junior Securities or (B) any dividend in connection with the implementation of a stockholders’ rights plan, or the redemption or repurchase of any rights under any such plan);

(ii)             no shares of Series A Class B Junior Securities shall be repurchased, redeemed or otherwise acquired for consideration by the corporation, directly or indirectly (other than (A) as a result of a reclassification of Series A Class B Junior Securities for or into other Series A Class B Junior Securities, (B) the exchange or conversion of one share of Series A Class B Junior Securities for or into another share of Series A Class B Junior Securities, (C) through the use of the proceeds of a substantially contemporaneous sale of other shares of Series A Class B Junior Securities, (D) purchases, redemptions or other acquisitions of shares of Series A Class B Junior Securities in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (E) purchases of shares of Series A Class B Junior Securities pursuant to a contractually binding requirement to buy Series A Class B Junior Securities existing prior to the most recently completed Series A Dividend Period, including under a contractually binding stock repurchase plan or (F) the purchase of fractional interests in shares of Series A Class B Junior Securities pursuant to the conversion or exchange provisions of such stock or the security being converted or exchanged), nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by the Corporation; and

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(iii)             no shares of Series A Class B Parity Securities shall be repurchased, redeemed or otherwise acquired for consideration by the corporation, other than pursuant to pro rata offers to purchase all, or a pro rata portion, of the Series A Class B Preferred Stock and such Series A Class B Parity Securities, except by conversion into or exchange for Series A Class B Junior Securities, it being understood that the shares of any class or series of Series A Class B Parity Securities may be redeemed in whole or in part so long as an offer is made to purchase the same portion of the Series A Class B Preferred Stock and all other classes or series of Series A Class B Parity Securities as the portion of the class or series of Series A Class B Parity Securities being so redeemed.

(g)             When dividends are not paid in full upon the shares of Series A Class B Preferred Stock and Series A Class B Parity Securities, if any, all dividends declared upon shares of Series A Class B Preferred Stock and Series A Class B Parity Securities, if any, will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the Series A Class B Preferred Stock, and accrued dividends, including any accumulations, on Series A Class B Parity Securities, if any, bear to each other for the then current Class B Series A Dividend Period. Subject to the foregoing, and not otherwise, dividends (payable in cash, stock or otherwise), as may be determined by the Board of Directors or a duly authorized committee of the Board of Directors, may be declared and paid on the Common Stock and any other Series A Class B Junior Securities or any Series A Class B Parity Securities from time to time out of any assets legally available for such payment, and the holders of Series A Class B Preferred Stock shall not be entitled to participate in any such dividend.

(h)             Dividends on the Series A Class B Preferred Stock will not be declared, paid or set aside for payment to the extent such act would cause the corporation to fail to comply with applicable laws and regulations, including applicable capital adequacy guidelines.

Section 5.           Liquidation .

(a)             Upon any voluntary or involuntary liquidation, dissolution or winding up of the corporation, holders of Series A Class B Preferred Stock are entitled to receive out of assets of the corporation available for distribution to stockholders, after satisfaction of liabilities to creditors and subject to the rights of holders of any Series A Class B Senior Securities, before any distribution of assets is made to holders of Common Stock or any other Series A Class B Junior Securities, a liquidating distribution in the amount of the liquidation preference of $1,000 per share plus any declared and unpaid dividends, without regard to, or accumulation of, any undeclared dividends. Holders of Series A Class B Preferred Stock will not be entitled to any other amounts from the corporation after they have received their full liquidating distribution.

(b)             In any such distribution, if the assets of the corporation are not sufficient to pay the liquidation preferences plus declared and unpaid dividends in full to all holders of Series A Class B Preferred Stock and all holders of Series A Class B Parity Securities, if any, as to such distribution with the Series A Class B Preferred Stock, the amounts paid to the holders of Series A Class B Preferred Stock and to the holders of all Series A Class B Parity Securities, if any, will be paid pro rata in accordance with the respective aggregate liquidating distribution owed to those holders. If the liquidation preference plus declared and unpaid dividends has been paid in full to all holders of Series A Class B Preferred Stock and Series A Class B Parity Securities, if any, the holders of the corporation’s Series A Class B Junior Securities shall be entitled to receive all remaining assets of the corporation according to their respective rights and preferences.

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(c)             For purposes of this section, the merger or consolidation of the corporation with any other entity, including a merger or consolidation in which the holders of Series A Class B Preferred Stock receive cash, securities or property for their shares, or the sale, lease or exchange of all or substantially all of the assets of the Corporation for cash, securities or other property, shall not constitute a liquidation, dissolution or winding up of the Corporation.

Section 6.           Redemption .

(a)             Series A Class B Preferred Stock is perpetual and has no maturity date. Series A Class B Preferred Stock is not subject to any mandatory redemption, sinking fund or other similar provisions. On and after November 25, 2022, Series A Class B Preferred Stock will be redeemable at the option of the corporation, in whole or in part, from time to time, on any Class B Series A Dividend Payment Date, at a redemption price equal to $1,000 per share, plus any declared and unpaid dividends, without regard to, or accumulation of, any undeclared dividends, on the shares of Series A Class B Preferred Stock called for redemption, to but excluding the redemption date, upon notice given as provided in Subsection ‎(b) below. Holders of Series A Class B Preferred Stock will have no right to require the redemption or repurchase of Series A Class B Preferred Stock. Notwithstanding the foregoing, within 90 days following the occurrence of a Regulatory Capital Treatment Event, the Corporation, at its option, may redeem, at any time, all (but not less than all) of the shares of the Series A Class B Preferred Stock at the time outstanding, at a redemption price equal to $1,000 per share, plus any declared and unpaid dividends, without regard to, or accumulation of, any undeclared dividends, on the shares of Series A Class B Preferred Stock called for redemption, to but excluding the redemption date, upon notice given as provided in Subsection ‎(b) below.

(b)             If shares of Series A Class B Preferred Stock are to be redeemed, the notice of redemption shall be given by first class mail to the holders of record of Series A Class B Preferred Stock to be redeemed, mailed not less than 30 days nor more than 60 days prior to the date fixed for redemption thereof (provided that, if the depositary shares representing Series A Class B Preferred Stock are held in book-entry form through DTC, the corporation may give such notice in any manner permitted by DTC). Each notice of redemption will include a statement setting forth: (i) the redemption date; (ii) the number of shares of Series A Class B Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (iii) the redemption price; (iv) the place or places where the certificates evidencing shares of Series A Class B Preferred Stock are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to

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accrue on the redemption date. If notice of redemption of any shares of Series A Class B Preferred Stock has been duly given and if the funds necessary for such redemption have been set aside by the corporation for the benefit of the holders of any shares of Series A Class B Preferred Stock so called for redemption, then, on and after the redemption date, dividends will cease to accrue on such shares of Series A Class B Preferred Stock, and such shares of Series A Class B Preferred Stock shall no longer be deemed outstanding and all rights of the holders of such shares of Series A Class B Preferred Stock will terminate, except the right to receive the redemption price plus any declared and unpaid dividends, to but excluding the redemption date.

(c)             In case of any redemption of only part of the shares of Series A Class B Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata or by lot. Subject to the provisions hereof, the Board of Directors shall have full power and authority to prescribe the terms and conditions upon which shares of Series A Class B Preferred Stock shall be redeemed from time to time.

(d)             Any redemption of the Series A Class B Preferred Stock is subject to receipt by the Corporation of any required prior approval by the Board of Governors of the Federal Reserve System (including any successor appropriate federal banking agency) and to the satisfaction of any conditions set forth in the capital regulations or guidelines of the Board of Governors of the Federal Reserve System (including any successor appropriate federal banking agency) applicable to redemption of the Series A Class B Preferred Stock.

Section 7.           Voting Rights .

(a)             Except as provided below or elsewhere in these Articles of Incorporation or as expressly required by applicable law, the holders of shares of Series A Class B Preferred Stock shall have no voting power, and no right to vote on any matter at any time, either as a separate series or class or together with any other series or class of shares of capital stock.

(b)             For as long as the Series A Class B Preferred Stock is outstanding, the Series A Class B Preferred Stock shall vote together with the Common Stock as a single class on all matters on which the holders of Common Stock are entitled to vote pursuant to these Articles of Incorporation, the holders of the Series A Class B Preferred Stock being entitled to twenty-four votes for each share of such Series A Class B Preferred Stock standing in the holder’s name of the books of the corporation and the holders of Common Stock being entitled to one vote per share of Common Stock.

(c)             So long as any shares of Series A Class B Preferred Stock remain outstanding, the affirmative vote or consent of the holders of at least two-thirds of all of the shares of Series A Class B Preferred Stock at the time outstanding, voting separately as a class, shall be required to: (i) amend, alter or repeal the provisions of these Articles of Incorporation, or the corporation’s code of regulations, whether by merger, consolidation or otherwise, so as to adversely affect the powers, preferences, privileges or special rights of the Series A Class B Preferred Stock; provided, that any of the following

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will not be deemed to adversely affect such powers, preferences, privileges or special rights: (A) increases in the amount of the authorized Common Stock or, except as provided in subclause ‎(ii), preferred stock or Class B Preferred Stock; (B) increases or decreases in the number of shares of any series of preferred stock or Class B Preferred Stock, which series is of Series A Class B Parity Securities or Series A Class B Junior Securities; or (C) the authorization, creation and issuance of other classes or series of capital stock (or securities convertible or exchangeable into such capital stock), which series or class is of Series A Class B Parity Securities or Series A Class B Junior Securities; (ii) amend or alter these Articles of Incorporation to authorize or increase the authorized amount of or issue shares of any class or series of stock, or reclassify any of the corporation’s authorized capital stock into any shares of capital stock, ranking senior to the Series A Class B Preferred Stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up of the corporation or issue any obligation or security convertible into or evidencing the right to purchase any such shares of senior stock; or (iii) consummate a binding share exchange, a reclassification involving the Series A Class B Preferred Stock or a merger or consolidation of the corporation with or into another entity, provided, however, that the holders of Series A Class B Preferred Stock will have no right to vote under this clause ‎(iii) if in each case: (A) the Series A Class B Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the corporation is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity (or its ultimate parent); and (B) the Series A Class B Preferred Stock remaining outstanding or the new preferred securities, as the case may be, have such powers, preferences and special rights as are not materially less favorable to the holders thereof than the powers, preferences and special rights of the Series A Class B Preferred Stock, taken as a whole. The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding shares of Series A Class B Preferred Stock shall have been redeemed or called for redemption upon proper notice and sufficient funds shall have been set aside by the corporation for the benefit of the holders of Series A Class B Preferred Stock to effect such redemption.

(d)             If and whenever dividends payable on Series A Class B Preferred Stock shall have not been paid in an aggregate amount equal to full dividends for six or more Series A Dividend Periods (whether or not consecutive) (a “ Nonpayment Event ”), the authorized number of directors then constituting the Board of Directors shall be automatically increased by two and the holders of Series A Class B Preferred Stock, together with the holders of any other class or series of outstanding preferred stock or Class B Preferred Stock upon which similar voting rights as described in this subsection have been conferred and are exercisable with respect to such matter (any such other class or series being herein referred to as “ Voting Parity Stock ”), voting together as a single class in proportion to their respective liquidation preferences, shall be entitled to elect by a plurality of the votes cast the two additional directors (the “ Preferred Stock Directors ”); provided that it shall be a qualification for election for any Preferred Stock Director that the election of such director shall not cause the corporation to violate the corporate governance requirements of any securities exchange or other trading facility on which securities of the corporation may then be listed or traded that listed or traded companies must have a majority of independent directors; provided, further, that the Board of Directors shall at no time include more than two such Preferred Stock Directors, including all directors that the holders of any series of Voting Parity Stock are entitled to elect pursuant to their voting rights.

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In the event that the holders of Series A Class B Preferred Stock and the holders of such Voting Parity Stock shall be entitled to vote for the election of the Preferred Stock Directors following a Nonpayment Event, such directors shall be initially elected following such Nonpayment Event only at a special meeting called at the request of the holders of record of shares representing at least 20% of the combined liquidation preference of the Series A Class B Preferred Stock and each series of Voting Parity Stock then outstanding, voting together as a single class in proportion to their respective liquidation preferences (unless such request for a special meeting is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders of the corporation, in which event such election shall be held only at such next annual or special meeting of stockholders), and at each subsequent annual meeting of stockholders of the corporation. Such request to call a special meeting for the initial election of the Preferred Stock Directors after a Nonpayment Event shall be made by written notice, signed by the requisite holders of Series A Class B Preferred Stock or Voting Parity Stock, and delivered to the Corporate Secretary of the corporation in such manner as provided for in ‎ Section 13 below, or as may otherwise be required by applicable law. If the Corporate Secretary of the corporation fails to call a special meeting for the election of the Preferred Stock Directors within 20 days of receiving proper notice, any holder of Series A Class B Preferred Stock may call such a meeting at the corporation’s expense solely for the election of the Preferred Stock Directors, and for this purpose only such Series A Class B Preferred Stock holder shall have access to the corporation’s stock ledger. The Preferred Stock Directors elected at any such special meeting shall hold office until the next annual meeting of the stockholders if such office shall not have previously terminated as provided below.

Any Preferred Stock Director may be removed at any time without cause by the holders of record of shares of Series A Class B Preferred Stock and Voting Parity Stock representing at least a majority of the combined liquidation preference of the Series A Class B Preferred Stock and each series of Voting Parity Stock then outstanding, when they have the voting rights described above (voting together as a single class in proportion to their respective liquidation preferences). In case any vacancy shall occur among the Preferred Stock Directors, a successor shall be elected by the then remaining Preferred Stock Director or, if no Preferred Stock Director remains in office, by a plurality of the votes cast by the holders of the outstanding shares of Series A Class B Preferred Stock and such Voting Parity Stock, voting as a single class in proportion to their respective liquidation preferences. The Preferred Stock Directors shall each be entitled to one vote per director on any matter that shall come before the Board of Directors for a vote.

When dividends have been paid in full on the Series A Class B Preferred Stock for at least four consecutive Series A Dividend Periods, then the right of the holders of Series A Class B Preferred Stock to elect the Preferred Stock Directors shall terminate (but subject always to revesting of such voting rights in the case of any future Nonpayment Event), and, if and when any rights of holders of Series A Class B Preferred Stock and Voting Parity Stock to elect the Preferred Stock Directors shall have ceased, the terms of office of all the Preferred Stock Directors shall forthwith terminate and the number of directors constituting the Board of Directors shall automatically be reduced accordingly.

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(e)             Except as expressly provided in this ‎ Section 7, each holder of Series A Class B Preferred Stock shall have one vote per share on any matter on which holders of Series A Class B Preferred Stock are entitled to vote under this ‎ Section 7. The holders of the Series A Class B Preferred Stock shall have exclusive voting rights on any amendment to these Articles of Incorporation that would alter only the contract rights, as expressly set forth in these Articles of Incorporation, of the Series A Class B Preferred Stock.

Section 8.           Conversion Rights . The holders of shares of Series A Class B Preferred Stock shall not have any rights to convert such shares into shares of any other class or series of securities of the corporation.

Section 9.           Preemptive Rights . The holders of shares of Series A Class B Preferred Stock will have no preemptive rights with respect to any shares of the corporation’s capital stock or any of its other securities convertible into or carrying rights or options to purchase any such capital stock.

Section 10.       Certificates . The corporation may at its option issue shares of Series A Class B Preferred Stock without certificates.

Section 11.       Transfer Agent . The duly appointed transfer agent for the Series A Class B Preferred Stock shall be American Stock Transfer & Trust Company, LLC. The corporation may, in its sole discretion, remove the transfer agent in accordance with the agreement between the corporation and the transfer agent; provided that the corporation shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the corporation shall send notice thereof by first-class mail, postage prepaid, to the holders of the Series A Class B Preferred Stock.

Section 12.       Registrar . The duly appointed registrar for the Series A Class B Preferred Stock shall be American Stock Transfer & Trust Company, LLC. The corporation may, in its sole discretion, remove the registrar in accordance with the agreement between the corporation and the registrar; provided that the corporation shall appoint a successor registrar who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the corporation shall send notice thereof by first-class mail, postage prepaid, to the holders of the Series A Class B Preferred Stock.

Section 13.       Notices . All notices or communications in respect of the Series A Class B Preferred Stock shall be sufficiently given if given in writing and delivered in

person or by first class mail, postage prepaid, or if given in such other manner as may be permitted herein, in the articles of incorporation or code of regulations of the Corporation or by applicable law. Notwithstanding the foregoing, if shares of Series A Class B Preferred Stock or depositary shares representing an interest in shares of Series A Class B Preferred Stock are issued or held in book-entry form through DTC or any other similar facility, notice of redemption may be given to the holders thereof at such time and in any manner permitted by such facility.

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APPENDIX B

Form of AMENDMENT TO THE AMENDED ARTICLES OF INCORPORATION

OF

FIFTH THIRD BANCORP

Paragraph (A)(3)(a) of Article Fourth of the Amended Articles of Incorporation of Fifth Third Bancorp is renumbered and redesignated as paragraph (A)(3)(b), and a new Paragraph (A)(3)(a) of Article Fourth of the Amended Articles of Incorporation of Fifth Third Bancorp is added to read as follows:

(a)

Section 1.           Designation and Number of Shares . There is hereby created out of the authorized and unissued shares of Class B Preferred Stock a series of Class B Preferred Stock designated as the “6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A ” (the “ Series A Class B Preferred Stock ”). The authorized number of shares of Series A Class B Preferred Stock shall be 200,000 shares, with no par value, having a liquidation preference of $1,000 per share. The number of shares constituting Series A Class B Preferred Stock may be increased from time to time in accordance with Ohio law up to the maximum number of shares of Class B Preferred Stock authorized to be issued under these Articles of Incorporation, as amended or supplemented, less all shares at the time authorized of any other series of Class B Preferred Stock, and any such additional shares of Series A Class B Preferred Stock would form a single series with the shares of Series A Class B Preferred Stock already then issued. Shares of Series A Class B Preferred Stock will be dated the date of issue. Shares of outstanding Series A Class B Preferred Stock that are redeemed, purchased or otherwise acquired by the corporation, or converted into another series of Class B Preferred Stock, shall be cancelled and shall revert to authorized but unissued shares of Class B Preferred Stock undesignated as to series.

Section 2.           Definitions . The following terms are used in this Amendment as defined below:

(a)             “ Business Day ” means any weekday that is not a legal holiday in New York, New York and that is not a day on which banking institutions in New York, New York or Cincinnati, Ohio are closed.

(b)             “ Class B Series A Dividend Payment Date ” has the meaning set forth in ‎ Section 4(b).

(c)             “ Common Stock ” means the common stock, with no par value, of the Corporation.

(d)             “ DTC ” means The Depository Trust Company.

(e)             “ Nonpayment Event ” has the meaning set forth in ‎Section 7(d).

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(f)              “ Original Issue Date ” means the date of issue of the Series A Class B Preferred Stock.

(g)             “ Preferred Stock Directors ” has the meaning set forth in ‎Section 7(d).

(h)             “ Regulatory Capital Treatment Event ” means the good faith determination by the corporation that, as a result of (i) any amendment to, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of Series A Class B Preferred Stock; (ii) any proposed change in those laws or regulations that is announced after the initial issuance of any share of Series A Class B Preferred Stock; or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the initial issuance of any share of Series A Class B Preferred Stock, there is more than an insubstantial risk that the Corporation will not be entitled to treat the full liquidation value of the shares of Series A Class B Preferred Stock then outstanding as “Tier 1 Capital” (or its equivalent) for purposes of the capital adequacy regulations and guidelines of Regulation Q of the Board of Governors of the Federal Reserve System (or, as and if applicable, the capital adequacy guidelines or regulations of any successor appropriate federal banking agency), as then in effect and applicable, for as long as any share of Series A Class B Preferred Stock is outstanding.

(i)              “ Series A Dividend Period ” means the period from and including a Class B Series A Dividend Payment Date to but excluding the next Class B Series A Dividend Payment Date, except that the initial Series A Dividend Period will commence on and include August 25, 2019 and will end on and include September 29, 2019.

(j)              “ Series A Class B Junior Securities ” has the meaning set forth in ‎ Section 3(a).

(k)             “ Series A Class B Parity Securities ” has the meaning set forth in ‎ Section 3(b).

(l)              “ Series A Class B Senior Securities ” has the meaning set forth in ‎ Section 3(c).

(m)              “ Voting Parity Stock ” has the meaning set forth in ‎Section 7(d).

Section 3.           Ranking . The shares of Series A Class B Preferred Stock shall rank:

(a)             senior, as to dividends and, upon liquidation, dissolution or winding up of the corporation, in the distribution of assets, to the Common Stock, and to any other class or series of capital stock of the corporation now or hereafter authorized, issued or outstanding that, by its terms, does not expressly provide that it ranks pari passu with or senior to the Series A Class B Preferred Stock as to dividends and upon liquidation, dissolution and winding up of the Corporation, in the distribution of assets, as the case may be (collectively, the “ Series A Class B Junior Securities ”);

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(b)             on a parity, as to dividends and, upon liquidation, dissolution or winding up of the Corporation, in the distribution of assets, with the corporation’s outstanding Series H Preferred Stock, Series I Preferred Stock and Series J Preferred Stock and any other class or series of capital stock of the Corporation now or hereafter authorized, issued or outstanding that, by its terms, expressly provides that it ranks pari passu with the Series A Class B Preferred Stock as to dividends and, upon liquidation, dissolution or winding up of the corporation, in the distribution of assets, as the case may be (collectively, the “ Series A Class B Parity Securities ”); and

(c)             junior, to each other class or series of capital stock of the corporation, now or hereafter authorized, issued or outstanding that, by its terms, expressly provides that it ranks senior to the Series A Class B Preferred Stock as to dividends or, upon liquidation, dissolution or winding up of the corporation, in the distribution of assets (collectively, the “ Series A Class B Senior Securities ”).

The corporation may authorize and issue additional shares of Series A Class B Junior Securities and Series A Class B Parity Securities without the consent of the holders of the Series A Class B Preferred Stock.

Section 4.           Dividends .

(a)             Holders of Series A Class B Preferred Stock will be entitled to receive, when, as and if declared by the Board of Directors or a duly authorized committee of the Board of Directors, out of assets legally available for the payment of dividends under Ohio law, non-cumulative cash dividends based on the liquidation preference of the Series A Class B Preferred Stock at a rate equal to 6.00% per annum for each Series A Dividend Period from the Original Issue Date of the Series A Class B Preferred Stock to, but excluding, the redemption date of the Series A Class B Preferred Stock, if any.

(b)             If declared by the Board of Directors or a duly authorized committee of the Board of Directors, dividends will be payable on the Series A Class B Preferred Stock (each such date, a “ Class B Series A Dividend Payment Date ”) quarterly, in arrears, on March 31, June 30, September 30 and December 31 of each year, beginning on September 30, 2019. If any Class B Series A Dividend Payment Date is not a Business Day, then the payment will be made on the next Business Day without any adjustment to the amount of dividends paid.

(c)             Dividends will be payable to holders of record of Series A Class B Preferred Stock as they appear on the corporation’s books on the applicable record date, which shall be the 15th calendar day before the applicable Class B Series A Dividend Payment Date, or such other record date, no earlier than 30 calendar days before the applicable Class B Series A Dividend Payment Date, as shall be fixed by the Board of Directors or a duly authorized committee of the Board of Directors.

(d)             Dividends payable on Series A Class B Preferred Stock will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dollar amounts resulting from that calculation will be rounded to the nearest cent, with one-half cent being rounded upwards. Dividends on the Series A Class B Preferred Stock will cease to accrue on the redemption date, if any, unless the Corporation defaults in the payment of the redemption price of the Series A Class B Preferred Stock called for redemption.

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(e)             Dividends on the Series A Class B Preferred Stock will not be cumulative. If the Board of Directors or a duly authorized committee of the Board of Directors does not declare a dividend on the Series A Class B Preferred Stock in respect of a Series A Dividend Period, then no dividend shall be deemed to have accrued for such Series A Dividend Period, be payable on the applicable Class B Series A Dividend Payment Date or be cumulative, and the corporation will have no obligation to pay any dividend for that Series A Dividend Period, whether or not the Board of Directors or a duly authorized committee of the Board of Directors declares a dividend for any future Series A Dividend Period with respect to the Series A Class B Preferred Stock or any other class or series of the Corporation’s Preferred Stock.

(f)              So long as any share of Series A Class B Preferred Stock remains outstanding, unless the full dividends for the most recently completed Series A Dividend Period have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside) on all outstanding shares of Series A Class B Preferred Stock, during a Series A Dividend Period:

(i)             no dividend shall be declared or paid or set aside for payment and no distribution shall be declared or made or set aside for payment on any Series A Class B Junior Securities (other than (A) a dividend payable solely in Series A Class B Junior Securities or (B) any dividend in connection with the implementation of a stockholders’ rights plan, or the redemption or repurchase of any rights under any such plan);

(ii)             no shares of Series A Class B Junior Securities shall be repurchased, redeemed or otherwise acquired for consideration by the corporation, directly or indirectly (other than (A) as a result of a reclassification of Series A Class B Junior Securities for or into other Series A Class B Junior Securities, (B) the exchange or conversion of one share of Series A Class B Junior Securities for or into another share of Series A Class B Junior Securities, (C) through the use of the proceeds of a substantially contemporaneous sale of other shares of Series A Class B Junior Securities, (D) purchases, redemptions or other acquisitions of shares of Series A Class B Junior Securities in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (E) purchases of shares of Series A Class B Junior Securities pursuant to a contractually binding requirement to buy Series A Class B Junior Securities existing prior to the most recently completed Series A Dividend Period, including under a contractually binding stock repurchase plan or (F) the purchase of fractional interests in shares of Series A Class B Junior Securities pursuant to the conversion or exchange provisions of such stock or the security being converted or exchanged), nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by the Corporation; and

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(iii)             no shares of Series A Class B Parity Securities shall be repurchased, redeemed or otherwise acquired for consideration by the corporation, other than pursuant to pro rata offers to purchase all, or a pro rata portion, of the Series A Class B Preferred Stock and such Series A Class B Parity Securities, except by conversion into or exchange for Series A Class B Junior Securities, it being understood that the shares of any class or series of Series A Class B Parity Securities may be redeemed in whole or in part so long as an offer is made to purchase the same portion of the Series A Class B Preferred Stock and all other classes or series of Series A Class B Parity Securities as the portion of the class or series of Series A Class B Parity Securities being so redeemed.

(g)             When dividends are not paid in full upon the shares of Series A Class B Preferred Stock and Series A Class B Parity Securities, if any, all dividends declared upon shares of Series A Class B Preferred Stock and Series A Class B Parity Securities, if any, will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the Series A Class B Preferred Stock, and accrued dividends, including any accumulations, on Series A Class B Parity Securities, if any, bear to each other for the then current Class B Series A Dividend Period. Subject to the foregoing, and not otherwise, dividends (payable in cash, stock or otherwise), as may be determined by the Board of Directors or a duly authorized committee of the Board of Directors, may be declared and paid on the Common Stock and any other Series A Class B Junior Securities or any Series A Class B Parity Securities from time to time out of any assets legally available for such payment, and the holders of Series A Class B Preferred Stock shall not be entitled to participate in any such dividend.

(h)             Dividends on the Series A Class B Preferred Stock will not be declared, paid or set aside for payment to the extent such act would cause the corporation to fail to comply with applicable laws and regulations, including applicable capital adequacy guidelines.

Section 5.           Liquidation .

(a)             Upon any voluntary or involuntary liquidation, dissolution or winding up of the corporation, holders of Series A Class B Preferred Stock are entitled to receive out of assets of the corporation available for distribution to stockholders, after satisfaction of liabilities to creditors and subject to the rights of holders of any Series A Class B Senior Securities, before any distribution of assets is made to holders of Common Stock or any other Series A Class B Junior Securities, a liquidating distribution in the amount of the liquidation preference of $1,000 per share plus any declared and unpaid dividends, without regard to, or accumulation of, any undeclared dividends. Holders of Series A Class B Preferred Stock will not be entitled to any other amounts from the corporation after they have received their full liquidating distribution.

(b)             In any such distribution, if the assets of the corporation are not sufficient to pay the liquidation preferences plus declared and unpaid dividends in full to all holders of Series A Class B Preferred Stock and all holders of Series A Class B Parity Securities, if any, as to such distribution with the Series A Class B Preferred Stock, the amounts paid to the holders of Series A Class B Preferred Stock and to the holders of all Series A Class B Parity Securities, if any, will be paid pro rata in accordance with the respective aggregate liquidating distribution owed to those holders. If the liquidation preference plus declared and unpaid dividends has been paid in full to all holders of Series A Class B Preferred Stock and Series A Class B Parity Securities, if any, the holders of the corporation’s Series A Class B Junior Securities shall be entitled to receive all remaining assets of the corporation according to their respective rights and preferences.

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(c)             For purposes of this section, the merger or consolidation of the corporation with any other entity, including a merger or consolidation in which the holders of Series A Class B Preferred Stock receive cash, securities or property for their shares, or the sale, lease or exchange of all or substantially all of the assets of the Corporation for cash, securities or other property, shall not constitute a liquidation, dissolution or winding up of the Corporation.

Section 6.           Redemption .

(a)             Series A Class B Preferred Stock is perpetual and has no maturity date. Series A Class B Preferred Stock is not subject to any mandatory redemption, sinking fund or other similar provisions. On and after November 25, 2022, Series A Class B Preferred Stock will be redeemable at the option of the corporation, in whole or in part, from time to time, on any Class B Series A Dividend Payment Date, at a redemption price equal to $1,000 per share, plus any declared and unpaid dividends, without regard to, or accumulation of, any undeclared dividends, on the shares of Series A Class B Preferred Stock called for redemption, to but excluding the redemption date, upon notice given as provided in Subsection ‎(b) below. Holders of Series A Class B Preferred Stock will have no right to require the redemption or repurchase of Series A Class B Preferred Stock. Notwithstanding the foregoing, within 90 days following the occurrence of a Regulatory Capital Treatment Event, the Corporation, at its option, may redeem, at any time, all (but not less than all) of the shares of the Series A Class B Preferred Stock at the time outstanding, at a redemption price equal to $1,000 per share, plus any declared and unpaid dividends, without regard to, or accumulation of, any undeclared dividends, on the shares of Series A Class B Preferred Stock called for redemption, to but excluding the redemption date, upon notice given as provided in Subsection ‎(b) below.

(b)             If shares of Series A Class B Preferred Stock are to be redeemed, the notice of redemption shall be given by first class mail to the holders of record of Series A Class B Preferred Stock to be redeemed, mailed not less than 30 days nor more than 60 days prior to the date fixed for redemption thereof (provided that, if the depositary shares representing Series A Class B Preferred Stock are held in book-entry form through DTC, the corporation may give such notice in any manner permitted by DTC). Each notice of redemption will include a statement setting forth: (i) the redemption date; (ii) the number of shares of Series A Class B Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (iii) the redemption price; (iv) the place or places where the certificates evidencing shares of Series A Class B Preferred Stock are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to

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accrue on the redemption date. If notice of redemption of any shares of Series A Class B Preferred Stock has been duly given and if the funds necessary for such redemption have been set aside by the corporation for the benefit of the holders of any shares of Series A Class B Preferred Stock so called for redemption, then, on and after the redemption date, dividends will cease to accrue on such shares of Series A Class B Preferred Stock, and such shares of Series A Class B Preferred Stock shall no longer be deemed outstanding and all rights of the holders of such shares of Series A Class B Preferred Stock will terminate, except the right to receive the redemption price plus any declared and unpaid dividends, to but excluding the redemption date.

(c)             In case of any redemption of only part of the shares of Series A Class B Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata or by lot. Subject to the provisions hereof, the Board of Directors shall have full power and authority to prescribe the terms and conditions upon which shares of Series A Class B Preferred Stock shall be redeemed from time to time.

(d)             Any redemption of the Series A Class B Preferred Stock is subject to receipt by the Corporation of any required prior approval by the Board of Governors of the Federal Reserve System (including any successor appropriate federal banking agency) and to the satisfaction of any conditions set forth in the capital regulations or guidelines of the Board of Governors of the Federal Reserve System (including any successor appropriate federal banking agency) applicable to redemption of the Series A Class B Preferred Stock.

Section 7.           Voting Rights .

(a)             Except as provided below or elsewhere in these Articles of Incorporation or as expressly required by applicable law, the holders of shares of Series A Class B Preferred Stock shall have no voting power, and no right to vote on any matter at any time, either as a separate series or class or together with any other series or class of shares of capital stock.

(b)             For as long as the Series A Class B Preferred Stock is outstanding, the Series A Class B Preferred Stock shall vote together with the Common Stock as a single class on all matters on which the holders of Common Stock are entitled to vote pursuant to these Articles of Incorporation, the holders of the Series A Class B Preferred Stock being entitled to twenty-four votes for each share of such Series A Class B Preferred Stock standing in the holder’s name of the books of the corporation and the holders of Common Stock being entitled to one vote per share of Common Stock.

(c)             So long as any shares of Series A Class B Preferred Stock remain outstanding, the affirmative vote or consent of the holders of at least two-thirds of all of the shares of Series A Class B Preferred Stock at the time outstanding, voting separately as a class, shall be required to: (i) amend, alter or repeal the provisions of these Articles of Incorporation, or the corporation’s code of regulations, whether by merger, consolidation or otherwise, so as to adversely affect the powers, preferences, privileges or special rights of the Series A Class B Preferred Stock; provided, that any of the following

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will not be deemed to adversely affect such powers, preferences, privileges or special rights: (A) increases in the amount of the authorized Common Stock or, except as provided in subclause ‎(ii), preferred stock or Class B Preferred Stock; (B) increases or decreases in the number of shares of any series of preferred stock or Class B Preferred Stock, which series is of Series A Class B Parity Securities or Series A Class B Junior Securities; or (C) the authorization, creation and issuance of other classes or series of capital stock (or securities convertible or exchangeable into such capital stock), which series or class is of Series A Class B Parity Securities or Series A Class B Junior Securities; (ii) amend or alter these Articles of Incorporation to authorize or increase the authorized amount of or issue shares of any class or series of stock, or reclassify any of the corporation’s authorized capital stock into any shares of capital stock, ranking senior to the Series A Class B Preferred Stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up of the corporation or issue any obligation or security convertible into or evidencing the right to purchase any such shares of senior stock; or (iii) consummate a binding share exchange, a reclassification involving the Series A Class B Preferred Stock or a merger or consolidation of the corporation with or into another entity, provided, however, that the holders of Series A Class B Preferred Stock will have no right to vote under this clause ‎(iii) if in each case: (A) the Series A Class B Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the corporation is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity (or its ultimate parent); and (B) the Series A Class B Preferred Stock remaining outstanding or the new preferred securities, as the case may be, have such powers, preferences and special rights as are not materially less favorable to the holders thereof than the powers, preferences and special rights of the Series A Class B Preferred Stock, taken as a whole. The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding shares of Series A Class B Preferred Stock shall have been redeemed or called for redemption upon proper notice and sufficient funds shall have been set aside by the corporation for the benefit of the holders of Series A Class B Preferred Stock to effect such redemption.

(d)             If and whenever dividends payable on Series A Class B Preferred Stock shall have not been paid in an aggregate amount equal to full dividends for six or more Series A Dividend Periods (whether or not consecutive) (a “ Nonpayment Event ”), the authorized number of directors then constituting the Board of Directors shall be automatically increased by two and the holders of Series A Class B Preferred Stock, together with the holders of any other class or series of outstanding preferred stock or Class B Preferred Stock upon which similar voting rights as described in this subsection have been conferred and are exercisable with respect to such matter (any such other class or series being herein referred to as “ Voting Parity Stock ”), voting together as a single class in proportion to their respective liquidation preferences, shall be entitled to elect by a plurality of the votes cast the two additional directors (the “ Preferred Stock Directors ”); provided that it shall be a qualification for election for any Preferred Stock Director that the election of such director shall not cause the corporation to violate the corporate governance requirements of any securities exchange or other trading facility on which securities of the corporation may then be listed or traded that listed or traded companies must have a majority of independent directors; provided, further, that the Board of Directors shall at no time include more than two such Preferred Stock Directors, including all directors that the holders of any series of Voting Parity Stock are entitled to elect pursuant to their voting rights.

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In the event that the holders of Series A Class B Preferred Stock and the holders of such Voting Parity Stock shall be entitled to vote for the election of the Preferred Stock Directors following a Nonpayment Event, such directors shall be initially elected following such Nonpayment Event only at a special meeting called at the request of the holders of record of shares representing at least 20% of the combined liquidation preference of the Series A Class B Preferred Stock and each series of Voting Parity Stock then outstanding, voting together as a single class in proportion to their respective liquidation preferences (unless such request for a special meeting is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders of the corporation, in which event such election shall be held only at such next annual or special meeting of stockholders), and at each subsequent annual meeting of stockholders of the corporation. Such request to call a special meeting for the initial election of the Preferred Stock Directors after a Nonpayment Event shall be made by written notice, signed by the requisite holders of Series A Class B Preferred Stock or Voting Parity Stock, and delivered to the Corporate Secretary of the corporation in such manner as provided for in ‎ Section 13 below, or as may otherwise be required by applicable law. If the Corporate Secretary of the corporation fails to call a special meeting for the election of the Preferred Stock Directors within 20 days of receiving proper notice, any holder of Series A Class B Preferred Stock may call such a meeting at the corporation’s expense solely for the election of the Preferred Stock Directors, and for this purpose only such Series A Class B Preferred Stock holder shall have access to the corporation’s stock ledger. The Preferred Stock Directors elected at any such special meeting shall hold office until the next annual meeting of the stockholders if such office shall not have previously terminated as provided below.

Any Preferred Stock Director may be removed at any time without cause by the holders of record of shares of Series A Class B Preferred Stock and Voting Parity Stock representing at least a majority of the combined liquidation preference of the Series A Class B Preferred Stock and each series of Voting Parity Stock then outstanding, when they have the voting rights described above (voting together as a single class in proportion to their respective liquidation preferences). In case any vacancy shall occur among the Preferred Stock Directors, a successor shall be elected by the then remaining Preferred Stock Director or, if no Preferred Stock Director remains in office, by a plurality of the votes cast by the holders of the outstanding shares of Series A Class B Preferred Stock and such Voting Parity Stock, voting as a single class in proportion to their respective liquidation preferences. The Preferred Stock Directors shall each be entitled to one vote per director on any matter that shall come before the Board of Directors for a vote.

When dividends have been paid in full on the Series A Class B Preferred Stock for at least four consecutive Series A Dividend Periods, then the right of the holders of Series A Class B Preferred Stock to elect the Preferred Stock Directors shall terminate (but subject always to revesting of such voting rights in the case of any future Nonpayment Event), and, if and when any rights of holders of Series A Class B Preferred Stock and Voting Parity Stock to elect the Preferred Stock Directors shall have ceased, the terms of office of all the Preferred Stock Directors shall forthwith terminate and the number of directors constituting the Board of Directors shall automatically be reduced accordingly.

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(e)             Except as expressly provided in this ‎ Section 7, each holder of Series A Class B Preferred Stock shall have one vote per share on any matter on which holders of Series A Class B Preferred Stock are entitled to vote under this ‎ Section 7. The holders of the Series A Class B Preferred Stock shall have exclusive voting rights on any amendment to these Articles of Incorporation that would alter only the contract rights, as expressly set forth in these Articles of Incorporation, of the Series A Class B Preferred Stock.

Section 8.           Conversion Rights . The holders of shares of Series A Class B Preferred Stock shall not have any rights to convert such shares into shares of any other class or series of securities of the corporation.

Section 9.           Preemptive Rights . The holders of shares of Series A Class B Preferred Stock will have no preemptive rights with respect to any shares of the corporation’s capital stock or any of its other securities convertible into or carrying rights or options to purchase any such capital stock.

Section 10.       Certificates . The corporation may at its option issue shares of Series A Class B Preferred Stock without certificates.

Section 11.       Transfer Agent . The duly appointed transfer agent for the Series A Class B Preferred Stock shall be American Stock Transfer & Trust Company, LLC. The corporation may, in its sole discretion, remove the transfer agent in accordance with the agreement between the corporation and the transfer agent; provided that the corporation shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the corporation shall send notice thereof by first-class mail, postage prepaid, to the holders of the Series A Class B Preferred Stock.

Section 12.       Registrar . The duly appointed registrar for the Series A Class B Preferred Stock shall be American Stock Transfer & Trust Company, LLC. The corporation may, in its sole discretion, remove the registrar in accordance with the agreement between the corporation and the registrar; provided that the corporation shall appoint a successor registrar who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the corporation shall send notice thereof by first-class mail, postage prepaid, to the holders of the Series A Class B Preferred Stock.

Section 13.       Notices . All notices or communications in respect of the Series A Class B Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted herein, in the articles of incorporation or code of regulations of the Corporation or by applicable law. Notwithstanding the foregoing, if shares of Series A Class B Preferred Stock or depositary shares representing an interest in shares of Series A Class B Preferred Stock are issued or held in book-entry form through DTC or any other similar facility, notice of redemption may be given to the holders thereof at such time and in any manner permitted by such facility.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Indemnification of Directors and Officers

Section 1701.13(E) of the Ohio Revised Code provides that a corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust or other enterprise, against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct was unlawful.

The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful. Section 1701.13(E)(2) further specifies that a corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust or other enterprise, against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of (a) any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless, and only to the extent, that the court of common pleas or the court in which such action or suit was brought determines, upon application, that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court of common pleas or such other court shall deem proper, and (b) any action or suit in which the only liability asserted against a director is pursuant to Section 1701.95 of the Ohio Revised Code concerning unlawful loans, dividends and distribution of assets.

In addition, Section 1701.13(E) requires a corporation to pay any expenses, including attorney’s fees, of a director in defending an action, suit or proceeding referred to above as they are incurred, in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director in which he agrees to both (1) repay such amount if it is proved by clear and convincing evidence that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the best interests of the corporation and (2) reasonably cooperate with the corporation concerning the action, suit or proceeding. The indemnification provided by Section 1701.13(E) shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the articles or regulations of Fifth Third.

The Fifth Third regulations provide that Fifth Third shall indemnify each director and each officer of Fifth Third, and each person employed by Fifth Third who serves at the written request of the President of Fifth Third as a director, trustee, officer, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise, to the full extent permitted by Ohio law, subject to the limits of applicable federal law and regulation. Fifth Third may indemnify assistant officers, employees and others by action of the Board of Directors to the extent permitted by Ohio law, subject to the limits of applicable federal law and regulations.

Fifth Third carries directors’ and officers’ liability insurance coverage which insures its directors and officers, and the directors and officers of its subsidiaries, in certain circumstances.

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Exhibits and Financial Statement Schedules

Exhibit Index

Exhibit Description

2.1 Agreement and Plan of Merger, dated as of June 24, 2019, by and between Fifth Third Bancorp and MB Financial, Inc. (included as Appendix A to the prospectus/information statement contained in this Registration Statement). *

3.1 Form of Amendment to the Amended Articles of Incorporation of Fifth Third Bancorp (included as Appendix B to the prospectus/information statement contained in this Registration Statement).*

4.1 Form of Second Amended and Restated Deposit Agreement among Fifth Third Bancorp, as issuer, and American Stock Transfer & Trust Company, LLC, as depositary, and the holders from time to time of the depositary receipts issued.*

5.1 Opinion and Consent of Thompson Hine LLP as to the validity of the securities being registered.*

8.1 Opinion of Davis Polk & Wardwell LLP regarding certain tax matters.**

23.1 Consent of Deloitte & Touche LLP.*

23.2 Consent of Davis Polk & Wardwell LLP (included in Exhibit 8.1 hereto).**

24.1 Power of Attorney (included on signature page of this Registration Statement).*

* Filed herewith.

**
To be filed by amendment.

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Undertakings

The undersigned registrant hereby undertakes:

A. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

1. To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.

2. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) that, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

3. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

B. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

D. That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

E. That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

F. That every prospectus (1) that is filed pursuant to paragraph (E) immediately preceding, or (2) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

G. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described above, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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H. To respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

I. To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on June 25, 2019.

FIFTH THIRD BANCORP

By: /s/ Greg D. Carmichael

Name:

Title:

Greg D. Carmichael

Chairman of the Board, President and Chief Executive Officer

Each person whose signature appears below constitutes and appoints Greg D. Carmichael his or her true and lawful attorney in-
fact, with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all annexes and exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done and hereby ratifying and confirming all that each of said attorney-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Greg D. Carmichael

Greg D. Carmichael

Chairman of the Board, President and Chief

Executive Officer

(Principal Executive Officer)
June 25, 2019

/s/ Tayfun Tuzun

Tayfun Tuzun

Executive Vice President and Chief

Financial Officer

(Principal Financial Officer)
June 25, 2019

/s/ Mark D. Hazel

Mark D. Hazel

Senior Vice President and Controller

(Principal Accounting Officer)
June 25, 2019

/s/ Nicholas K. Akins

Nicholas K. Akins

Director June 25, 2019

/s/ B. Evan Bayh III

B. Evan Bayh III

Director June 25, 2019

/s/ Jorge L. Benitez

Jorge L. Benitez

Director June 25, 2019

/s/ Katherine B. Blackburn

Katherine B. Blackburn

Director June 25, 2019

/s/ Emerson L. Brumback

Emerson L. Brumback

Director June 25, 2019

/s/ Jerry W. Burris

Jerry W. Burris
Director June 25, 2019

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/s/ C. Bryan Daniels

C. Bryan Daniels

Director June 25, 2019

/s/ Thomas H. Harvey

Thomas H. Harvey

Director June 25, 2019

/s/ Gary R. Heminger

Gary R. Heminger

Director June 25, 2019

/s/ Jewell D. Hoover

Jewell D. Hoover

Director

June 25, 2019

/s/ Eileen A. Mallesch

Eileen A. Mallesch

Director June 25, 2019

/s/ Michael B. McCallister

Michael B. McCallister

Director June 25, 2019

/s/ Marsha C. Williams

Marsha C. Williams
Director June 25, 2019

Exhibit 4.1

SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT

among

FIFTH THIRD BANCORP,

and

American Stock Transfer & Trust Company, LL C, as Depositary, Transfer Agent and Registrar

and

THE HOLDERS FROM TIME TO TIME OF
THE DEPOSITARY RECEIPTS DESCRIBED HEREIN

Dated as of [●], 2019

as amended and supplemented by the

Amended and Restated Deposit Agreement

Dated as of June 24, 2019

TABLE OF CONTENTS

ARTICLE I  DEFINED TERMS 1

Section 1.1 Definitions 1

ARTICLE II  FORM OF RECEIPTS, DEPOSIT OF SERIES A PREFERRED STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS 3

Section 2.1 Form and Transfer of Receipts 3

Section 2.2 Deposit of Series A Preferred Stock; Execution and Delivery of Receipts in Respect Thereof 4

Section 2.3 Registration of Transfer of Receipts 4

Section 2.4 Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Series A Preferred Stock 5

Section 2.5 Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts 5

Section 2.6 Lost Receipts, etc 6

Section 2.7 Cancellation and Destruction of Surrendered Receipts 6

Section 2.8 Redemption of Series A Preferred Stock 6

Section 2.9 Deposits 7

Section 2.10 Receipts Issuable in Global Registered Form 7

ARTICLE III  CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION 8

Section 3.1 Filing Proofs, Certificates and Other Information 8

Section 3.2 Payment of Taxes or Other Governmental Charges 8

Section 3.3 Warranty as to Series A Preferred Stock 8

Section 3.4 Warranty as to Receipts 9

ARTICLE IV  THE DEPOSITED SECURITIES; NOTICES 9

Section 4.1 Cash Distributions 9

Section 4.2 Distributions Other than Cash, Rights, Preferences or Privileges 9

Section 4.3 Subscription Rights, Preferences or Privileges 9

Section 4.4 Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts 10

Section 4.5 Voting Rights 10

Section 4.6 Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc 11

Section 4.7 Delivery of Reports 11

Section 4.8 Lists of Receipt Holders 11

ARTICLE V  THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR AND THE CORPORATION 11

Section 5.1 Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar 11

Section 5.2 Prevention of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar, the Transfer Agent or the Corporation 12

Section 5.3 Obligations of the Depositary, the Depositary’s Agents, the Registrar, the Transfer Agent and the Corporation 12

Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 15

Section 5.5 Corporate Notices and Reports 15

Section 5.6 Indemnification by the Corporation 16

Section 5.7 Fees, Charges and Expenses 16

ARTICLE VI  AMENDMENT AND TERMINATION 16

Section 6.1 Amendment 16

Section 6.2 Termination 17

ARTICLE VII  MISCELLANEOUS 17

Section 7.1 Counterparts 17

Section 7.2 Exclusive Benefit of Parties 17

Section 7.3 Invalidity of Provisions 17

Section 7.4 Notices 17

Section 7.5 Depositary’s Agents 18

Section 7.6 Appointment of Registrar, Dividend Disbursing Agent, Transfer Agent and Redemption Agent in Respect of Receipts 18

Section 7.7 Holders of Receipts Are Parties 18

Section 7.8 Governing Law 18

Section 7.9 Inspection of Deposit Agreement 18

Section 7.10 Headings 18

Section 7.11 Confidentiality 19

Section 7.12 Further Assurances 19

ii

SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of [●], 2019, by and among (i) Fifth Third Bancorp, an Ohio corporation (“Fifth Third”), (ii) American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Depositary” or “AST”), and (iii) the Holders from time to time of the Receipts described herein.

WHEREAS, MB Financial, Inc. (“MB Financial”), a Maryland corporation, and Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a national banking association (together, “Computershare”) entered into a deposit agreement dated as of November 22, 2017 (the “Prior Deposit Agreement”) providing for the deposit of shares of MB Financial’s 6.00% Non-Cumulative Perpetual Preferred Stock, Series C (“Series C Preferred Stock”);

WHEREAS, pursuant to the First Amended and Restated Deposit Agreement dated as of June 24, 2019 (the “First A&R Deposit Agreement”), Fifth Third has removed Computershare as depositary under the Prior Deposit Agreement and has appointed the Depositary as successor depositary under the Prior Deposit Agreement, and the Depositary has accepted that appointment;

WHEREAS, Fifth Third entered into an Agreement and Plan of Merger with MB Financial dated June 24, 2019, pursuant to which MB Financial merged with and into Fifth Third, with Fifth Third as the surviving entity, and each share of MB Financial’s Series C Preferred Stock was converted into the right to receive one share of Fifth Third’s newly created 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A (the “Series A Preferred Stock”), having substantially the same terms as the Series C Preferred Stock;

WHEREAS, pursuant to the Prior Deposit Agreement, the Series A Preferred Stock was received by the Depositary in respect of the Series C Preferred Stock as new deposited securities (the “Existing Series A Preferred Stock”);

WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of shares of Series A Preferred Stock of the Corporation from time to time with the Depositary for the purposes set forth in this Deposit Agreement (including the Existing Series A Preferred Stock) and for the issuance hereunder of Receipts evidencing Depositary Shares in respect of the Series A Preferred Stock so deposited;

WHEREAS, the Receipts are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit Agreement; and

WHEREAS, the Corporation and the Depositary now wish to amend and restate the Prior Deposit Agreement in its entirety pursuant to Section 6.1 of the Prior Deposit Agreement.

NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows:

ARTICLE I

DEFINED TERMS

Section 1.1       Definitions . The following definitions shall for all purposes, unless otherwise indicated, apply to the respective terms used in this Deposit Agreement:

“Articles of Incorporation” shall mean the relevant amended Articles of Incorporation of the Corporation filed with the Secretary of State of the State of Ohio establishing the Series A Preferred Stock as a series of preferred stock of the Corporation.

“Corporation” shall mean Fifth Third Bancorp, an Ohio corporation, and its successors.

“Deposit Agreement” shall mean this Second Amended and Restated Deposit Agreement, as amended or supplemented from time to time in accordance with the terms hereof.

“Depositary” shall be defined as indicated in the preamble, above, and shall include any successor as Depositary hereunder.

“Depositary Shares” shall mean the depositary shares, each representing 1/40th of one share of the Series A Preferred Stock, evidenced by a Receipt.

“Depositary’s Agent” shall mean an agent appointed by the Depositary pursuant to ‎Section 7.5 .

“Depositary’s Office” shall mean the principal office of the Depositary at which at any particular time its depositary receipt business shall be administered, which is currently located at 6201 15 ^th Avenue, Brooklyn, New York 11219.

“DTC” shall mean The Depository Trust Company.

“Effective Date” shall mean the date first stated above.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Exchange Event” shall mean with respect to any Global Registered Receipt:

(1) (A) the Global Receipt Depository which is the Holder of such Global Registered Receipt or Global Registered Receipts notifies the Corporation that it is no longer willing or able to properly discharge its responsibilities under any Letter of Representations or that it is no longer eligible or in good standing under the Exchange Act, and (B) the Corporation has not appointed a qualified successor Global Receipt Depository within 90 days after the Corporation received such notice, or

(2) the Corporation in its sole discretion notifies the Depositary in writing that the Receipts or portion thereof issued or issuable in the form of one or more Global Registered Receipts shall no longer be represented by such Global Registered Receipt or Global Registered Receipts.

“Global Receipt Depository” shall mean, with respect to any Receipt issued hereunder, DTC or such other entity designated as Global Receipt Depository by the Corporation in or pursuant to this Deposit Agreement, which entity must be, to the extent required by any applicable law or regulation, a clearing agency registered under the Exchange Act.

“Global Registered Receipts” shall mean a global registered Receipt registered in the name of a nominee of DTC.

“Letter of Representations” shall mean any applicable agreement among the Corporation, the Depositary and a Global Receipt Depository with respect to such Global Receipt Depository’s rights and obligations with respect to any Global Registered Receipts, as the same may be amended, supplemented, restated or otherwise modified from time to time and any successor agreement thereto.

“Officer’s Certificate” shall mean a certificate in substantially the form set forth as Exhibit B hereto, which is signed by an officer of the Corporation and which shall include the terms and conditions of the Series A Preferred Stock to be issued by the Corporation and deposited with the Depositary from time to time in accordance with the terms hereof.

“person” means an individual, a corporation, a limited liability company, an association, a partnership, a joint venture, a joint stock company, a trust, an unincorporated organization or a government or an agency or a political subdivision thereof.

“Receipt” shall mean one of the depositary receipts issued hereunder, substantially in the form set forth as Exhibit A hereto, whether in definitive or temporary form, and evidencing the number of Depositary Shares with respect to the Series A Preferred Stock held of record by the Record Holder of such Depositary Shares.

2

“Record Holder” or “Holder” as applied to a Receipt shall mean the person in whose name such Receipt is registered on the books of the Depositary maintained for such purpose.

“Redemption Date” shall have the meaning set forth in ‎ Section 2.8 .

“Registrar” shall mean American Stock Transfer & Trust Company, LLC or such other successor bank or trust company which shall be appointed by the Corporation to register ownership and transfers of Receipts and the deposited Series A Preferred Stock, as herein provided; and if a successor Registrar shall be so appointed, references herein to “the books” of or maintained by the Registrar shall be deemed, as applicable, to refer as well to the register maintained by such successor Registrar for such purpose.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Series A Preferred Stock” shall mean the shares of the Corporation’s 6.00% Non-Cumulative Perpetual Preferred Stock, Series A, no par value, with a liquidation preference of $1,000 per share, designated in the Articles of Incorporation.

“Transfer Agent” shall mean AST or such other successor bank or trust company which shall be appointed by the Corporation to transfer the Receipts and deposited Series A Preferred Stock, as the case may be, as herein provided.

ARTICLE II

FORM OF RECEIPTS, DEPOSIT OF SERIES A PREFERRED STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS

Section 2.1       Form and Transfer of Receipts . The definitive Receipts shall be substantially in the form set forth in Exhibit A annexed to this Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided and shall be engraved or otherwise prepared so as to comply with the applicable rules of the NASDAQ Global Market. Pending the preparation of definitive Receipts, the Depositary, upon the written order of the Corporation, delivered in compliance with ‎ Section 2.2 , shall execute and deliver temporary Receipts which may be printed, lithographed, typewritten, mimeographed or otherwise substantially of the tenor of the definitive Receipts in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the persons executing such Receipts may determine, as evidenced by their execution of such Receipts. If temporary Receipts are issued, the Corporation and the Depositary will cause definitive Receipts to be prepared without unreasonable delay. After the preparation of definitive Receipts, the temporary Receipts shall be exchangeable for definitive Receipts upon surrender of the temporary Receipts at an office described in the penultimate paragraph of ‎ Section 2.2 . Upon surrender for cancellation of any one or more temporary Receipts, the Depositary shall execute and deliver in exchange therefor definitive Receipts representing the same number of Depositary Shares as represented by the surrendered temporary Receipt or Receipts. Such exchange shall be made at the Corporation’s expense and without any charge therefor. Until so exchanged, the temporary Receipts shall in all respects be entitled to the same benefits under this Deposit Agreement as definitive Receipts. Notwithstanding anything in this Deposit Agreement to the contrary, Receipts may be issued electronically or otherwise in book-entry format.

Receipts shall be executed by the Depositary by the manual or facsimile signature of a duly authorized officer of the Depositary. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless it shall have been executed manually or by facsimile signature by a duly authorized officer of the Depositary or, if a Registrar for the Receipts (other than the Depositary) shall have been appointed, by manual or facsimile signature of a duly authorized officer of the Depositary and countersigned by manual or facsimile signature by a duly authorized officer of such Registrar. The Depositary shall record on its books each Receipt so signed and delivered as hereinafter provided.

Receipts shall be in denominations of any number of whole Depositary Shares. All Receipts shall be dated the date of their issuance.

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Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Deposit Agreement all as may be required by the Depositary and approved by the Corporation or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange upon which the Series A Preferred Stock, the Depositary Shares or the Receipts may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject (but which do not affect the rights, duties, obligations or immunities of the Depositary as set forth in this Deposit Agreement without the Depositary’s consent).

Title to Depositary Shares evidenced by a Receipt which is properly endorsed or accompanied by a properly executed instrument of transfer, shall be transferable by delivery with the same effect as in the case of a negotiable instrument; provided , however , that until transfer of any particular Receipt shall be registered on the books of the Depositary as provided in ‎ Section 2.3 , the Depositary may, notwithstanding any notice to the contrary, treat the Record Holder thereof at such time as the absolute owner thereof for the purpose of determining the person entitled to dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes.

Section 2.2       Deposit of Series A Preferred Stock; Execution and Delivery of Receipts in Respect Thereof . As of the date of this Agreement, the Existing Series A Preferred Stock is deposited with the Depositary. Subject to the terms and conditions of this Deposit Agreement, the Corporation may from time to time deposit additional shares of Series A Preferred Stock under this Deposit Agreement by delivery to the Depositary of a certificate or certificates for such shares of Series A Preferred Stock to be deposited, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with an executed Officer’s Certificate attaching the Articles of Incorporation and all other information required to be set forth therein, and together with a written order of the Corporation directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing such deposited Series A Preferred Stock. Each Officer’s Certificate delivered to the Depositary in accordance with the terms of this Deposit Agreement shall be deemed to be incorporated into this Deposit Agreement and shall be binding on the Corporation, the Depositary and the Holders of Receipts to which such Officer’s Certificate relates.

The Series A Preferred Stock that is deposited shall be held by the Depositary at the Depositary’s Office or at such other place or places as the Depositary shall determine. The Depositary shall not lend any Series A Preferred Stock deposited hereunder.

Upon receipt by the Depositary of a certificate or certificates for Series A Preferred Stock deposited in accordance with the provisions of this ‎Section 2.2 , together with the other documents required as above specified, and upon recordation of the Series A Preferred Stock on the books of the Corporation (or its duly appointed transfer agent) in the name of the Depositary or its nominee, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to or upon the order of the person or persons named in the written order delivered to the Depositary in accordance with the first paragraph of this ‎ Section 2.2 , a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing the Series A Preferred Stock so deposited and registered in such name or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary’s Office or such other offices, if any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the person requesting such delivery.

Section 2.3       Registration of Transfer of Receipts . The Corporation hereby appoints the Depositary as depositary for the Series A Preferred Stock, and the Depositary hereby accepts such appointment on the express terms and conditions set forth in this Deposit Agreement. Subject to the terms and conditions of this Deposit Agreement, the Depositary shall register on its books from time to time transfers of Receipts upon any surrender thereof by the Holder in person or by duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer. Such instrument of transfer shall include evidence of the authority of the party seeking transfer which shall include a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may be required by the Depositary, together with evidence of the payment by the applicable party of any taxes or charges as may be required by law. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the person entitled thereto.

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The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Series A Preferred Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption, or (b) to transfer or exchange for another Receipt any Receipt called or being called for redemption in whole or in part except as provided in ‎ Section 2.8 .

Section 2.4       Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Series A Preferred Stock . Upon surrender of a Receipt or Receipts at the Depositary’s Office or at such other offices as it may designate for the purpose of effecting a split-up or combination of such Receipt or Receipts, and subject to the terms and conditions of this Deposit Agreement, the Depositary shall execute a new Receipt or Receipts in the authorized denomination or denominations requested, evidencing the aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered, and shall deliver such new Receipt or Receipts to or upon the order of the Holder of the Receipt or Receipts so surrendered.

Any Holder of a Receipt or Receipts may withdraw the number of whole shares of Series A Preferred Stock and all money and other property, if any, represented thereby by surrendering such Receipt or Receipts at the Depositary’s Office or at such other offices as the Depositary may designate for such withdrawals; provided , however , that a Holder of a Receipt or Receipts may not withdraw such whole shares of Series A Preferred Stock (or money and other property, if any, represented thereby) which has previously been called for redemption. Upon such surrender and payment of all amounts due under ‎Section 5.7 in connection with such surrender and withdrawal, the Depositary shall, without unreasonable delay, deliver to such Holder, or to the person or persons designated by such Holder as hereinafter provided, the number of whole shares of Series A Preferred Stock and all money and other property, if any, represented by the Receipt or Receipts so surrendered for withdrawal, but Holders of such whole shares of Series A Preferred Stock will not thereafter be entitled to deposit such Series A Preferred Stock hereunder or to receive a Receipt evidencing Depositary Shares therefor. If a Receipt delivered by the Holder to the Depositary in connection with such withdrawal shall evidence a number of Depositary Shares in excess of the number of Depositary Shares representing the number of whole shares of Series A Preferred Stock, the Depositary shall at the same time, in addition to such number of whole shares of Series A Preferred Stock and such money and other property, if any, to be so withdrawn, deliver to such Holder, or subject to ‎Section 2.3 upon his order, a new Receipt evidencing such excess number of Depositary Shares.

In no event will fractional shares of Series A Preferred Stock (or any cash payment in lieu thereof) be delivered by the Depositary. Delivery of the Series A Preferred Stock and money and other property, if any, being withdrawn may be made by the delivery of such certificates, documents of title and other instruments as the Depositary may deem appropriate, which, if required by the Depositary, shall be properly endorsed or accompanied by proper instruments of transfer including, but not limited to, a signature guarantee.

If the Series A Preferred Stock and the money and other property, if any, being withdrawn are to be delivered to a person or persons other than the Record Holder of the related Receipt or Receipts being surrendered for withdrawal of such Series A Preferred Stock, such Holder shall execute and deliver to the Depositary a written order so directing the Depositary and the Depositary may require that the Receipt or Receipts surrendered by such Holder for withdrawal of such shares of Series A Preferred Stock and money and other property, if any, be properly endorsed in blank or accompanied by a properly executed instrument of transfer in blank.

Delivery of the Series A Preferred Stock and the money and other property, if any, represented by Receipts surrendered for withdrawal shall be made by the Depositary at the Depositary’s Office, except that, at the request, risk and expense of the Holder surrendering such Receipt or Receipts and for the account of the Holder thereof, such delivery may be made at such other place as may be designated by such Holder.

Section 2.5       Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts . As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, surrender or exchange of any Receipt, the Depositary, any of the Depositary’s Agents or the Corporation may require payment to it of a sum sufficient for the payment (or, in the event that the Depositary or the Corporation shall have made such

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payment, the reimbursement to it) of any charges or expenses payable by the Holder of a Receipt pursuant to ‎Section 5.7 , may require the production of evidence satisfactory to it as to the identity and genuineness of any signature, including a signature guarantee, and any other reasonable evidence of authority that may be required by the Depositary, and may also require compliance with such regulations, if any, as the Depositary or the Corporation may establish consistent with the provisions of this Deposit Agreement and/or applicable law.

The deposit of the Series A Preferred Stock may be refused, the delivery of Receipts against Series A Preferred Stock may be suspended, the registration of transfer of Receipts may be refused and the registration of transfer, surrender or exchange of outstanding Receipts may be suspended (i) during any period when the register of stockholders of the Corporation is closed or (ii) if any such action is deemed necessary or advisable by the Depositary, any of the Depositary’s Agents or the Corporation at any time or from time to time because of any requirement of law or of any government or governmental body or commission or under any provision of this Deposit Agreement.

Section 2.6       Lost Receipts, etc . In case any Receipt shall have been mutilated, destroyed, lost or stolen, the Depositary in its discretion may execute and deliver a Receipt of like form and tenor in exchange and substitution for such mutilated Receipt upon cancellation thereof, or in lieu of and in substitution for such destroyed, lost or stolen Receipt, upon (i) the filing by the Holder thereof with the Depositary of evidence satisfactory to the Depositary of such destruction or loss or theft of such Receipt, of the authenticity thereof and of his or her ownership thereof, (ii) the Holder thereof furnishing the Depositary with an affidavit and an open penalty surety bond satisfactory to the Depositary, and (iii) the payment of any reasonable expense (including reasonable fees, charges and expenses of the Depositary) in connection with such execution and delivery.

Applicants for such substitute Receipts shall also comply with such other reasonable regulations and pay such other reasonable charges as the Depositary may prescribe and as required by Section 8-405 of the Uniform Commercial Code in effect in the State of New York.

Section 2.7       Cancellation and Destruction of Surrendered Receipts . All Receipts surrendered to the Depositary or any Depositary’s Agent shall be cancelled by the Depositary. Except as prohibited by applicable law or regulation, the Depositary is authorized and directed to destroy all Receipts so cancelled.

Section 2.8       Redemption of Series A Preferred Stock . Whenever the Corporation shall be permitted and shall elect to redeem shares of Series A Preferred Stock in accordance with the terms of the Articles of Incorporation, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 30 days and not more than 60 days prior to the Redemption Date (as defined below), notice of the date of such proposed redemption of Series A Preferred Stock, the number of such shares held by the Depositary to be so redeemed, the applicable redemption price, and the place or places where the certificates evidencing such shares, if any, are to be surrendered for payment of the redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Series A Preferred Stock is in accordance with the provisions of the Articles of Incorporation. On the date of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to AST the redemption price of the Series A Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends, without regard to, or accumulation of, any undeclared dividends, to but excluding the date fixed for redemption, in accordance with the provisions of the Articles of Incorporation, the Depositary shall redeem the number of Depositary Shares representing such Series A Preferred Stock. The Depositary shall mail notice of the Corporation’s redemption of Series A Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series A Preferred Stock to be redeemed by first-class mail, postage prepaid (or another reasonably acceptable transmission method), not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Series A Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Series A Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot.

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Notice having been mailed or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds necessary to redeem the Series A Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares of Series A Preferred Stock so called for Redemption shall cease to accrue from and after such date, (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the amounts described in clause (iv) of this paragraph) shall, to the extent of such Depositary Shares, cease and terminate, and (v) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to 1/40th of the redemption price per share of Series A Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Corporation in respect of dividends (and not previously distributed to the Holders of Depositary Shares) in accordance with the provisions of the Articles of Incorporation.

If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.

Section 2.9       Deposits . All funds received by AST under this Deposit Agreement that are to be distributed or applied by AST in the performance of the services hereunder (the “Funds”) shall be held by AST as agent for the Corporation and deposited in one or more bank accounts to be maintained by AST in its name as agent for the Corporation. Until paid pursuant to this Deposit Agreement, AST may hold or invest the Funds through such accounts in: (i) obligations of, or guaranteed by, the United States of America, (ii) commercial paper obligations rated A-1 or P-1 or better by Standard & Poor’s Corporation (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”), respectively, (iii) money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940, or (iv) demand deposit accounts, short-term certificates of deposit, bank repurchase agreements or bankers’ acceptances, of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). AST shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by AST in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. AST may from time to time receive interest, dividends or other earnings in connection with such deposits or investments. AST shall not be obligated to pay such interest, dividends or earnings to the Corporation, any holder or any other party.

Section 2.10       Receipts Issuable in Global Registered Form . If the Corporation shall determine in a writing delivered to the Depositary that the Receipts are to be issued in whole or in part in the form of one or more Global Registered Receipts, then the Depositary shall, in accordance with the other provisions of this Deposit Agreement, execute and deliver one or more Global Registered Receipts evidencing the Receipts, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, the Receipts to be represented by such Global Registered Receipt or Global Registered Receipts, and (ii) shall be registered in the name of the Global Receipt Depository therefor or its nominee.

Notwithstanding any other provision of this Deposit Agreement to the contrary, unless otherwise provided in the Global Registered Receipt, a Global Registered Receipt may only be transferred in whole and only by the applicable Global Receipt Depository for such Global Registered Receipt to a nominee of such Global Receipt Depository, or by a nominee of such Global Receipt Depository to such Global Receipt Depository or another nominee of such Global Receipt Depository, or by such Global Receipt Depository or any such nominee to a successor Global Receipt Depository for such Global Registered Receipt selected or approved by the Corporation or to a nominee of such successor Global Receipt Depository. Except as provided below, owners solely of beneficial interests in a Global Registered Receipt shall not be entitled to receive physical delivery of the Receipts represented by such Global Registered Receipt. Neither any such beneficial owner nor any direct or indirect participant of a Global Receipt Depository shall have any rights under this Deposit Agreement with respect to any Global Registered Receipt held on their behalf by a Global Receipt Depository and such Global Receipt Depository may be treated by the Corporation, the Depositary and any director, officer, employee or agent of the Corporation or the Depositary as the holder of such Global Registered Receipt for all purposes whatsoever. Unless and until definitive Receipts are delivered to the owners of the beneficial interests in a Global Registered Receipt, (1) the applicable Global Receipt Depository will make book-entry transfers among its participants and receive and transmit all payments and distributions in respect of the Global Registered Receipts to such participants, in each case, in accordance with its applicable procedures and arrangements, and (2) whenever any notice, payment or other communication to the holders of Global Registered Receipts is required under this Deposit Agreement, the Corporation and the Depositary shall give all such notices, payments and communications specified herein to be given to such holders to the applicable Global Receipt Depository.

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If an Exchange Event has occurred with respect to any Global Registered Receipt, then the Depositary shall, upon receipt of a written order from the Corporation for the execution and delivery of individual definitive registered Receipts in exchange for such Global Registered Receipt, execute and deliver individual definitive registered Receipts, in authorized denominations and of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Registered Receipt so exchanged, in exchange for such Global Registered Receipt.

Definitive registered Receipts issued in exchange for a Global Registered Receipt pursuant to this ‎ Section 2.10 shall be registered in such names and in such authorized denominations as the Global Receipt Depository for such Global Registered Receipt, pursuant to instructions from its participants, shall instruct the Depositary in writing. The Depositary shall deliver such Receipts to the persons in whose names such Receipts are so registered.

Notwithstanding anything to the contrary in this Deposit Agreement, should the Corporation determine that the Receipts should be issued as a Global Registered Receipt, the parties hereto shall comply with the terms of any Letter of Representations.

ARTICLE III

CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION

Section 3.1       Filing Proofs, Certificates and Other Information . Any Holder of a Receipt may be required from time to time to file such proof of residence, or other matters or other information, to execute such certificates and to make such representations and warranties as the Depositary or the Corporation may reasonably deem necessary or proper. The Depositary or the Corporation may withhold the delivery, or delay the registration of transfer or redemption, of any Receipt or the withdrawal of the Series A Preferred Stock and all money or other property, if any, represented by the Depositary Shares and evidenced by a Receipt or the distribution of any dividend or other distribution or the sale of any rights or of the proceeds thereof until such proof or other information is filed or such certificates are executed or such representations and warranties are made.

Section 3.2       Payment of Taxes or Other Governmental Charges . Holders of Receipts shall be obligated to make payments to the Depositary of certain charges and expenses, as provided in ‎Section 5.7 . Registration of transfer of any Receipt or any withdrawal of Series A Preferred Stock and all money or other property, if any, represented by the Depositary Shares evidenced by such Receipt may be refused until any such payment due is made, and any dividends, interest payments or other distributions may be withheld or any part of or all the Series A Preferred Stock or other property represented by the Depositary Shares evidenced by such Receipt and not theretofore sold may be sold for the account of the Holder thereof (after attempting by reasonable means to notify such Holder prior to such sale), and such dividends, interest payments or other distributions or the proceeds of any such sale may be applied to any payment of such charges or expenses, the Holder of such Receipt remaining liable for any deficiency.

Section 3.3       Warranty as to Series A Preferred Stock . The Corporation hereby represents and warrants that the Series A Preferred Stock, when issued, will be duly authorized, validly issued, fully paid and nonassessable.

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Such representation and warranty shall survive the deposit of the Series A Preferred Stock and the issuance of the related Receipts.

Section 3.4       Warranty as to Receipts . The Corporation hereby represents and warrants that the Receipts, when issued, will represent legal and valid interests in the Series A Preferred Stock. Such representation and warranty shall survive the deposit of the Series A Preferred Stock and the issuance of the Receipts.

ARTICLE IV

THE DEPOSITED SECURITIES; NOTICES

Section 4.1       Cash Distributions . Whenever AST shall receive any cash dividend or other cash distribution on the Series A Preferred Stock, AST shall, subject to Sections ‎3.1 and ‎3.2 , distribute to Record Holders of Receipts on the record date fixed pursuant to ‎Section 4.4 such amounts of such dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such Holders; provided , however , that in case the Corporation or AST shall be required to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series A Preferred Stock an amount on account of taxes, the amount made available for distribution or distributed in respect of Depositary Shares shall be reduced accordingly. AST shall distribute or make available for distribution, as the case may be, only such amount, however, as can be distributed without attributing to any Holder of Receipts a fraction of one cent, and any balance not so distributable shall be held by the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next sum received by AST for distribution to Record Holders of Receipts then outstanding. Each Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 or W-9, as may be applicable. Each Holder of a Receipt acknowledges that, in the event of non-compliance with the preceding sentence, the provisions of the Internal Revenue Code of 1986, as amended, may require withholding by the Depositary of a portion of any of the distributions thereto to be made hereunder.

Section 4.2 Distributions Other than Cash, Rights, Preferences or Privileges . Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series A Preferred Stock, the Depositary shall, at the direction of the Corporation, subject to ‎ Section 3.1 and ‎ Section 3.2 , distribute to Record Holders of Receipts on the record date fixed pursuant to ‎ Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by such Receipts held by such Holders, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such Record Holders in accordance with the direction of the Corporation, or if for any other reason (including any requirement that the Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Corporation, such distribution not to be feasible, the Depositary may, with the approval of the Corporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to ‎ Section 3.1 and ‎Section 3.2 , be distributed or made available for distribution, as the case may be, by AST to Record Holders of Receipts as provided by ‎Section 4.1 in the case of a distribution received in cash. The Corporation shall not make any distribution of any such securities or property to the Depositary and the Depositary shall not make any distribution of any such securities or property to the Holders of Receipts unless the Corporation shall have provided an opinion of counsel reasonably satisfactory to the Depositary stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

Section 4.3       Subscription Rights, Preferences or Privileges . If the Corporation shall at any time offer or cause to be offered to the persons in whose names the Series A Preferred Stock is recorded on the books of the Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be communicated promptly to the Depositary and thereafter such rights, options or privileges shall be made available by the Depositary to the Record Holders of Receipts in such manner as the Corporation shall direct and the Depositary shall agree, either by the issue to such Record Holders of warrants representing such rights, preferences or privileges or by such other method as may be approved by the Depositary and the Corporation; provided , however , that (i) if at the time of issue or offer of any such rights, preferences or privileges the Depositary determines that it is not lawful or (after consultation with the Corporation) not feasible to make such rights, preferences or privileges available to Holders of Receipts by the issue of warrants or otherwise, or (ii) if and to the extent so instructed by Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with approval of the Corporation, in any case where the Depositary has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges permit such transfer, sell such rights, preferences or privileges at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to ‎ Section 3.1 and ‎ Section 3.2 , be distributed by the Depositary to the Record Holders of Receipts entitled thereto as provided by ‎ Section 4.1 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Corporation shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered.

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The Corporation shall notify the Depositary whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Corporation agrees with the Depositary that it will file promptly a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such registration statement shall have become effective, or the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to the Holders are exempt from registration under the provisions of the Securities Act.

The Corporation shall notify the Depositary whether any other action under the laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to Holders of Receipts, and the Corporation agrees with the Depositary that the Corporation will use its reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such Holders to exercise such rights, preferences or privileges.

Section 4.4       Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts . Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or if rights, preferences or privileges shall at any time be offered, with respect to the Series A Preferred Stock, or whenever the Depositary shall receive notice of any meeting at which holders of the Series A Preferred Stock are entitled to vote or of which holders of the Series A Preferred Stock are entitled to notice, or whenever the Depositary and the Corporation shall decide it is appropriate, the Depositary shall in each such instance fix a record date (which shall be the same date as the record date fixed by the Corporation with respect to or otherwise in accordance with the terms of the Series A Preferred Stock) for the determination of the Holders of Receipts who shall be entitled to receive such dividend, distribution, rights, preferences or privileges or the net proceeds of the sale thereof, or to give instructions for the exercise of voting rights at any such meeting, or who shall be entitled to notice of such meeting or for any other appropriate reasons.

Section 4.5       Voting Rights . Subject to the provisions of the Articles of Incorporation, upon receipt of notice of any meeting at which the holders of the Series A Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the Record Holders of Receipts a notice prepared by the Corporation which shall contain (i) such information as is contained in such notice of meeting and (ii) a statement that the Holders may, subject to any applicable restrictions, instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Series A Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Corporation) and a brief statement as to the manner in which such instructions may be given. Upon the written request of the Holders of Receipts on the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of whole shares of Series A Preferred Stock represented by the Depositary Shares evidenced by all Receipts as to which any particular voting instructions are received. The Corporation hereby agrees to take all reasonable action which may be deemed necessary by the Depositary in order to enable the Depositary to vote such Series A Preferred Stock or cause such Series A Preferred Stock to be voted. In the absence of specific instructions from the Holder of a Receipt, the Depositary will not vote (but, at its discretion, may appear at any meeting with respect to such Series A Preferred Stock unless directed to the contrary by the Holders of all the Receipts) to the extent of the Series A Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

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Section 4.6       Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc . Upon any change in par or stated value, split-up, combination or any other reclassification of the Series A Preferred Stock, subject to the provisions of the Articles of Incorporation, or upon any recapitalization, reorganization, merger or consolidation affecting the Corporation or to which it is a party, the Depositary may in its discretion with the approval of, and shall upon the instructions of, the Corporation, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Series A Preferred Stock represented by one Depositary Share and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series A Preferred Stock, in each case as may be necessary fully to reflect the effects of such change in par or stated value, split-up, combination or other reclassification of the Series A Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series A Preferred Stock as new deposited securities so received in exchange for or upon conversion of or in respect of such Series A Preferred Stock. In any such case the Depositary may in its discretion, with the approval of the Corporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, Holders of Receipts shall have the right from and after the effective date of any such change in par or stated value, split-up, combination or other reclassification of the Series A Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series A Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares and other securities and property and cash into which the Series A Preferred Stock represented by such Receipts might have been converted or for which such Series A Preferred Stock might have been exchanged or surrendered immediately prior to the effective date of such transaction.

Section 4.7       Delivery of Reports . The Depositary shall furnish to Holders of Receipts any reports and communications received from the Corporation which is received by the Depositary and which the Corporation is required to furnish to the holders of the Series A Preferred Stock.

Section 4.8       Lists of Receipt Holders . Reasonably promptly upon request from time to time by the Corporation, at the sole expense of the Corporation, the Depositary shall furnish to it a list, as of the most recent practicable date, of the names, addresses and holdings of Depositary Shares of all registered Holders of Receipts.

ARTICLE V

THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR AND THE CORPORATION

Section 5.1       Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar . Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary’s Office, facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary’s Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement.

The Depositary shall keep books at the Depositary’s Office for the registration and registration of transfer of Receipts, which books at all reasonable times during regular business hours shall be open for inspection by the Record Holders of Receipts; provided that any such Holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person’s interest as an owner of Depositary Shares evidenced by the Receipts.

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The Depositary may close such books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder, or because of any requirement of law or of any government, governmental body or commission, stock exchange or any applicable self-regulatory body.

The Depositary may, with the approval of the Corporation, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Series A Preferred Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Corporation) for registration of the Receipts or Depositary Shares in accordance with any requirements of such exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Corporation. If the Receipts, Depositary Shares or Series A Preferred Stock are listed on one or more other securities exchanges, the Depositary will, at the request of the Corporation, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of the Receipts, Depositary Shares or Series A Preferred Stock as may be required by law or applicable securities exchange regulation.

Section 5.2       Prevention of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar, the Transfer Agent or the Corporation . Neither the Depositary nor any Depositary’s Agent nor any Registrar nor any Transfer Agent nor the Corporation shall incur any liability to any Holder of a Receipt or any beneficial owner thereof if by reason of any provision of any present or future law, or regulation thereunder, of the United States of America or of any other governmental authority or, in the case of the Depositary, the Depositary’s Agent or the Registrar or any Transfer Agent, by reason of any provision, present or future, of the Corporation’s charter, as amended or supplemented (including the Articles of Incorporation), or by reason of any act of God or war or other circumstance beyond the control of the relevant party, the Depositary, the Depositary’s Agent, the Registrar, any Transfer Agent, or the Corporation shall be prevented or forbidden from, or subjected to any penalty on account of, doing or performing any act or thing which the terms of this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any Depositary’s Agent, any Registrar, any Transfer Agent or the Corporation, as the case may be, incur liability to any Holder of a Receipt or any beneficial owner thereof (i) by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which the terms of this Deposit Agreement shall provide shall or may be done or performed, or (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement except as otherwise explicitly set forth in this Deposit Agreement.

Section 5.3       Obligations of the Depositary, the Depositary’s Agents, the Registrar, the Transfer Agent and the Corporation . Neither the Depositary nor any Depositary’s Agent nor any Registrar nor any Transfer Agent nor the Corporation assumes any obligation or shall be subject to any liability to any person under this Deposit Agreement to Holders of Receipts other than for its willful misconduct, fraud or bad faith (each as determined by a final non-appealable judgment of a court of competent jurisdiction) in the performance of the such duties as are specifically set forth in this Deposit Agreement.

Notwithstanding anything in this Deposit Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar nor any Transfer Agent nor the Corporation, as the case may be, shall be liable in any event for special, punitive, incidental, indirect or consequential losses or damages of any kind whatsoever (including but not limited to lost profits) even if that party has been advised of the likelihood of such loss or damage and regardless of the form of action.

Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Corporation shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Series A Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required.

Neither the Depositary nor any Depositary’s Agent nor any Registrar nor any Transfer Agent nor the Corporation shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Series A Preferred Stock for deposit, any Holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar or Transfer Agent and the Corporation may each rely and shall each be protected in acting upon or omitting to act upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.

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The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the shares of Series A Preferred Stock or for the manner or effect of any such vote made, as long as any such action or non-action is not taken in bad faith. The Depositary undertakes, and any Registrar and Transfer Agent shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or any Registrar or any Transfer Agent.

The Depositary, the Depositary’s Agents, and any Registrar and Transfer Agent may own and deal in any class of securities of the Corporation and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the other securities of the Corporation and its affiliates.

The Depositary shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Deposit Agreement or of the Receipts, the Depositary Shares or the Series A Preferred Stock, nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on behalf of the Corporation and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments.

It is intended that none of the Depositary, any Depositary’s Agent, any Registrar or any Transfer Agent, as the case may be, shall be deemed to be an “issuer” of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary, any Depositary’s Agent, any Registrar and any Transfer Agent are acting only in a ministerial capacity as Depositary, Registrar or Transfer Agent, as applicable, for the deposited Depositary Shares.

Neither the Depositary, any Depositary’s Agent, any Registrar nor any Transfer Agent (or their respective officers, directors, employees or agents) makes any representation or has any responsibility as to the validity of any registration statement pursuant to which any securities may be registered under the Securities Act, the deposited Series A Preferred Stock, the Depositary Shares, the Receipts (except its countersignature thereon) or any instruments referred to therein or herein, or as to the correctness of any statement made in any such registration statement or herein; provided , however , that the Depositary is responsible for its representations in this Deposit Agreement, and for any information provided by the Depositary to the Company in writing for the purpose of including such information in any such registration statement.

The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity or genuineness of any Series A Preferred Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement (except as to due authorization and due execution by the Depositary), as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares. The Depositary shall not be accountable for the use or application by the Corporation of the Depositary Shares or the Receipts or the proceeds thereof.

In the event the Depositary, the Depositary’s Agent, any Registrar or any Transfer Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by it hereunder, or in the administration of any of the provisions of this Deposit Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary, the Depositary’s Agent, any Registrar or any Transfer Agent, as the case may be, may in its sole discretion upon written notice to the Corporation, refrain from taking any action and shall be fully protected and shall not be liable in any way to the Corporation, any Holders of Receipts or any other person for refraining from taking such action, unless the Depositary, the Depositary’s Agent, the Registrar or Transfer Agent, as applicable, receives written instructions or a certificate signed by the Corporation which (x) eliminates such ambiguity or uncertainty or (y) proves or establishes the applicable matter, in each case to the satisfaction of the Depositary, the Depositary’s Agent, any Registrar or Transfer Agent, as applicable.

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In the event the Depositary, any Depositary’s Agent, any Registrar or any Transfer Agent shall receive conflicting claims, requests or instructions from any Holders of Receipts, on the one hand, and the Corporation, on the other hand, the Depositary, any Depositary’s Agent, any Registrar or any Transfer Agent, shall be entitled to act on such claims, requests or instructions received from the Corporation, and shall be entitled to the indemnification set forth in ‎ Section 5.6 hereof in connection with any action so taken.

From time to time, the Corporation may provide the Depositary, any Depositary’s Agent, any Registrar or any Transfer Agent with instructions concerning the services performed by the Depositary under this Deposit Agreement. In addition, at any time, the Depositary, any Depositary’s Agent, any Registrar or any Transfer Agent may apply to any officer of the Corporation for instruction, and may consult with legal counsel for the Depositary or the Corporation with respect to any matter arising in connection with the services to be performed by the Depositary, Depositary’s Agent, Registrar or Transfer Agent, as applicable, under this Deposit Agreement. The Depositary, Depositary’s Agent, Registrar or Transfer Agent, as applicable, and their respective agents and subcontractors shall not be liable and shall be indemnified by the Corporation for any action taken or omitted by them in reliance upon any instructions from the Corporation or upon the advice or opinion of such counsel. None of the Depositary, Depositary’s Agent, Registrar or Transfer Agent, as applicable, shall be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Corporation.

Notwithstanding anything contained herein to the contrary, excluding the Depositary’s willful misconduct, fraud or bad faith, the aggregate liability of the Depositary, any Depositary’s Agent, Transfer Agent, and Registrar during any term of this Deposit Agreement with respect to, arising from, or arising in connection with this Deposit Agreement, or from all services provided or omitted to be provided under this Deposit Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Corporation to Depositary as fees and charges, but not including reimbursable expenses, during the twelve (12) months immediately preceding the event for which recovery from Depositary is being sought.

The Depositary, any Depositary’s Agent, Transfer Agent, and Registrar hereunder:

(i)       shall have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations), or as may subsequently be agreed to in writing by the parties;

(ii)      shall have no obligation to make payment hereunder unless the Corporation shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto;

(iii)     shall not be obligated to institute any legal or other proceeding; if, however, the Depositary, any Depositary’s Agent, the Transfer Agent or the Registrar determines to institute any legal or other proceeding, and, where the taking of such action might in such person’s reasonable judgment subject or expose it to any expense or liability, it shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it;

(iv)     may rely on and shall be authorized and protected in acting or omitting to act upon any certificate, instrument, opinion, notice, letter, facsimile transmission or other document or security delivered to it and believed by it to be genuine and to have been signed by the proper party or parties, and shall have no responsibility for determining the accuracy thereof;

(v)      may rely on and shall be authorized and protected in acting or omitting to act upon the written, telephonic, electronic and oral instructions of officers of the Corporation given in accordance with this Deposit Agreement, with respect to any matter relating to its actions as Depositary, Transfer Agent or Registrar covered by this Agreement (or supplementing or qualifying any such actions), of officers of the Corporation;

(vi)     may consult counsel satisfactory to it (who may be an employee of the Depositary or the Registrar or counsel to the Corporation), and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in accordance with the advice of such counsel;

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(vii)    shall not be called upon at any time to advise any person with respect to the Series A Preferred Stock, Depositary Shares or Receipts;

(viii)   shall not be liable or responsible for any recital or statement contained in any documents relating hereto or to the Series A Preferred Stock, the Depositary Shares or Receipts; and

(ix)     shall not be liable in any respect on account of the identity, authority or rights of the parties (other than the Depositary) executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for under this Agreement.

The rights and obligations of the parties under this ‎Section 5.3 shall survive the replacement, removal, resignation or any succession of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or the termination of this Deposit Agreement.

Section 5.4       Resignation and Removal of the Depositary; Appointment of Successor Depositary . The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Corporation, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided.

The Depositary may at any time be removed by the Corporation by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided.

In case at any time the Depositary acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be (i) a bank or trust company having its principal office in the United States of America and having a combined capital and surplus, along with its affiliates, of at least $50,000,000 or (ii) an affiliate of such person. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Series A Preferred Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the Record Holders of Receipts at the Corporation’s sole expense.

Any entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or its own name as successor Depositary.

The provisions of this ‎ Section 5.4 as they apply to the Depositary apply to the Registrar and Transfer Agent, as if specifically enumerated herein.

Section 5.5       Corporate Notices and Reports . The Corporation agrees that it will deliver to the Depositary, and the Depositary will, promptly after receipt thereof, transmit to the Record Holders of Receipts, in each case at the addresses recorded in the Depositary’s books, copies of all notices and reports (including without limitation financial statements) required by law, by the rules of any national securities exchange upon which the Series A Preferred Stock, the Depositary Shares or the Receipts are listed or by the Corporation’s Charter, as amended or supplemented (including the Articles of Incorporation), to be furnished to the Record Holders of Receipts. Such transmission will be at the Corporation’s expense and the Corporation will provide the Depositary with such number of copies of such documents as the Depositary may reasonably request. In addition, the Depositary will transmit to the Record Holders of Receipts at the Corporation’s expense such other documents as may be requested by the Corporation.

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Section 5.6       Indemnification by the Corporation . Notwithstanding ‎ Section 5.3 to the contrary, the Corporation shall indemnify the Depositary, any Depositary’s Agent, any Transfer Agent and any Registrar (including each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed, suffered or omitted to be taken in connection with this Deposit Agreement and the Receipts by the Depositary, any Transfer Agent, any Registrar or any of their respective agents (including any Depositary’s Agent) and any transactions or documents contemplated hereby, except for any liability arising out of gross negligence, willful misconduct or bad faith on the respective parts of any such person or persons. The obligations of the Corporation and the rights of the Depositary set forth in this ‎Section 5.6 shall survive the replacement, removal, resignation or any succession of any Depositary, Registrar or Depositary’s Agent or the termination of this Deposit Agreement.

Section 5.7       Fees, Charges and Expenses . The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depositary hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depositary Agent) in connection with the services rendered by it (or such agent or Depositary Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Series A Preferred Stock and the initial issuance of the Depositary Shares, all withdrawals of shares of Series A Preferred Stock by Holders of Receipts, and any redemption or exchange of the Series A Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided , however , that the Depositary may, at its sole option, require a Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Holder. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

ARTICLE VI

AMENDMENT AND TERMINATION

Section 6.1       Amendment . The form of the Receipts and any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between the Corporation and the Depositary; provided , however , that no such amendment which shall materially and adversely alter the rights of the Holders of Receipts shall be effective against the Holders of Receipts unless such amendment shall have been approved by the Holders of Receipts representing in the aggregate at least a majority of the Depositary Shares then outstanding. Every Holder of an outstanding Receipt at the time any such amendment becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. In no event shall any amendment impair the right, subject to the provisions of Sections ‎2.5 and ‎2.6 and Article ‎III , of any owner of Depositary Shares to surrender any Receipt evidencing such Depositary Shares to the Depositary with instructions to deliver to the Holder the Series A Preferred Stock and all money and other property, if any, represented thereby, except in order to comply with mandatory provisions of applicable law or the rules and regulations of any governmental body, agency or commission, or applicable securities exchange. As a condition precedent to the Depositary’s execution of any amendment, the Corporation shall deliver to the Depositary a certificate from a duly authorized officer of the Corporation that states that the proposed amendment is in compliance with the terms of this ‎Section 6.1 .

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Section 6.2       Termination . This Deposit Agreement may be terminated by the Corporation or the Depositary if (i) all outstanding Depositary Shares issued hereunder have been redeemed pursuant to ‎Section 2.8 , (ii) there shall have been made a final distribution in respect of the Series A Preferred Stock in connection with any liquidation, dissolution or winding up of the Corporation and such distribution shall have been distributed to the Holders of Receipts representing Depositary Shares pursuant to Sections ‎4.1 or ‎ 4.2 , as applicable, or (iii) upon the consent of Holders of Receipts representing in the aggregate not less than a majority of the Depositary Shares outstanding. In addition, either the Corporation or the Depositary may terminate this Depositary Agreement at any time upon a material breach of this Deposit Agreement by the other that is not cured within thirty days after the date of written notice thereof by the terminating party to the breaching party.

Upon the termination of this Deposit Agreement, the Corporation shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary, any Depositary’s Agent, any Transfer Agent and any Registrar under Sections ‎5.3 , ‎ 5.6 and ‎5.7 .

ARTICLE VII

MISCELLANEOUS

Section 7.1       Counterparts . This Deposit Agreement may be executed in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. A signature to this Deposit Agreement transmitted electronically shall have the same authority, effect, and enforceability as an original signature.

Section 7.2       Exclusive Benefit of Parties . This Deposit Agreement is for the exclusive benefit of the parties hereto, and their respective successors hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever.

Section 7.3       Invalidity of Provisions . In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby; provided , however , that if such provision affects the rights, duties, liabilities or obligations of the Depositary, the Transfer Agent or the Registrar, such person shall be entitled to resign immediately.

Section 7.4       Notices . Any and all notices to be given to the Corporation hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail or overnight delivery service, or by facsimile transmission (receipt confirmed) or electronic mail (receipt confirmed), addressed to the Corporation at:

Fifth Third Bancorp

Fifth Third Center

38 Fountain Square Plaza

Cincinnati, Ohio 45202

Attention: Legal Department

or at any other addresses of which the Corporation shall have notified the Depositary in writing. Any and all notices to be given to the Depositary hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail or overnight delivery service, or by facsimile transmission (receipt confirmed) or electronic mail (receipt confirmed), addressed to the Depositary at:



17

American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, New York 11219
Attention: Relationship Management

with a copy to:

American Stock Transfer & Trust Company, LLC
10150 Mallard Creek Road
Suite 307
Charlotte, North Carolina 28262
Attention: Felix Orihuela

or at any other addresses of which the Depositary shall have notified the Corporation in writing.

Any and all notices to be given to any Record Holder of a Receipt hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail or facsimile transmission, confirmed by letter, addressed to such Record Holder at the address of such Record Holder as it appears on the books of the Depositary, or if such Holder shall have timely filed with the Depositary a written request that notices intended for such Holder be mailed to some other address, at the address designated in such request; or in the case of any Global Receipt Depository, in accordance with its applicable procedures.

Notices will be deemed to have been given hereunder when personally delivered or sent by facsimile transmission or electronic mail (receipt confirmed), five days after deposit in the U.S. mail and one day after deposit with an overnight delivery service.

Section 7.5       Depositary’s Agents . The Depositary may from time to time appoint Depositary’s Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary’s Agents and vary or terminate the appointment of such Depositary’s Agents. The Depositary will promptly notify the Corporation of any such appointment or variation or termination of such appointment. The Depositary shall not be answerable or accountable for any act, default, neglect or misconduct of any such Depositary’s Agent or for any loss to the Corporation or any other person resulting from any such act, default, neglect or misconduct, absent willful misconduct, gross negligence or bad faith in the selection and continued employment thereof (each as determined by a final non-appealable order of a court of competent jurisdiction).

Section 7.6       Appointment of Registrar, Dividend Disbursing Agent, Transfer Agent and Redemption Agent in Respect of Receipts . The Corporation hereby appoints American Stock Transfer & Trust Company, LLC as Transfer Agent, Registrar and as dividend disbursing agent and redemption agent in respect of the Series A Preferred Stock deposited hereunder and the Receipts, and American Stock Transfer & Trust Company, LLC hereby accepts such respective appointments, on the express terms and conditions set forth in this Deposit Agreement.

Section 7.7       Holders of Receipts Are Parties . The Holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts and of the Officer’s Certificate by acceptance of delivery of said Receipts.

Section 7.8       Governing Law . This Deposit Agreement and the Receipts of each series and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to applicable conflicts of law principles.

Section 7.9       Inspection of Deposit Agreement . Copies of this Deposit Agreement shall be filed with the Depositary and the Depositary’s Agents and shall be open to inspection during business hours at the Depositary’s Office and the respective offices of the Depositary’s Agents, if any, by any Holder of a Receipt.

Section 7.10       Headings . The headings of articles and sections in this Deposit Agreement and in the form of the Receipt set forth in Exhibit A hereto have been inserted for convenience only and are not to be regarded as a part of this Deposit Agreement or the Receipts or to have any bearing upon the meaning or interpretation of any provision contained herein or in the Receipts.

18

Section 7.11       Confidentiality . The Depositary and the Corporation agree that all books, records, information and data pertaining to the business of the other party, including without limitation personal, non-public Holder information and the fees for services, which are exchanged or received pursuant to the negotiation or the carrying out of this Deposit Agreement, shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law or legal process.

Section 7.12       Further Assurances . The Corporation agrees that it will perform, acknowledge, and deliver or cause to be performed, acknowledged or delivered, all such further and other acts, documents, instruments and assurances as the Depositary may reasonably require to perform the provisions of this Deposit Agreement.

[ Remainder of page intentionally left blank; signature page follows .]

19

IN WITNESS WHEREOF, the Corporation and the Depositary have duly executed this Deposit Agreement as of the day and year first above set forth, and all Holders of Receipts shall become parties hereto by and upon acceptance by them of delivery of Receipts issued in accordance with the terms hereof.

FIFTH THIRD BANCORP

By:

Name:

Title:

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

By:

Name:

Title:

[ Signature Page to Deposit Agreement ]

EXHIBIT A

[FORM OF DEPOSITARY RECEIPT]

A- 1

DEPOSITARY RECEIPT DEPOSITARY RECEIPT

Certificate Number 8,000,000 Depositary Shares

D-1 CUSIP [●]

FIFTH THIRD BANCORP

Incorporated Under the Laws of the State of Ohio

This Certifies that CEDE & CO. is the Owner of 8,000,000 Depositary Shares

Each Representing a 1/40 ^th Interest in a Share of

6.00% Non-Cumulative Perpetual Preferred Stock, Series A

Unless this receipt is presented by an authorized representative of the Depositary Trust Company, a New York corporation (“DTC”), to Fifth Third Bancorp, or its agent for registration of transfer, exchange or payment and any certificate issued is registered in the name of Cede & Ce. Or in such other names 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 SALE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, inasmuch as the registered owner hereof, Cede & Co. has an interest here.

American Stock Transfer & Trust Company, LLC , as Depositary (the “Depositary”), hereby certifies that Cede & Co. is a registered owner of 8,000,000 DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing a 1/40 ^th interest in a share of 6.00% Non-Cumulative Perpetual Preferred stock, Series A, no par value per share, with a liquidation preference of $1,000 per share (the “preferred Shares”) of Fifth Third Bancorp, an Ohio corporation (the “Company”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of [●], 2019 (the “Deposit Agreement”), among the Company, the Depositary and the holders from time to time of Receipts of Depositary Shares. By accepting this Receipt, the holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer, or if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual or facsimile signature of a duly authorized officer there.

___________________________
President and Chief Executive Officer

___________________________
Corporate Secretary

DATED: [●], 2019

COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
DEPOSITARY AND REGISTRAR

By:

Authorized Signature

FIFTH THIRD BANCORP, AN OHIO CORPORATION (THE “COMPANY”)

THE COMPANY WILL FURNISH TO ANY RECEIPTHOLDER ON REQUEST AND WITHOUT CHARGE A FULL STATEMENT OF THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE COMPANY IS AUTHORIZED TO ISSUE, OF THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES OF PREFERRED OR SPECIAL CLASS IN SERIES WHICH THE COMPANY IS AUTHORIZED TO ISSUE, TO THE EXTENT THEY HAVE BEEN SET, AND OF THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES OF A PREFERRED OR SPECIAL CLASS OF STOCK, SUCH REQUEST MAY BE MAD TO THE SECRETARY OF THE CORPORATION OR TO THE COMPANY’S TRANSFER AGENT.

THE BOARD OF DIRECTORS OF THE COMPANY MAY REQUIRE THE OWNER OF A LOST OR DESTROYED RECEIPT, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND THE DEPOSITARY AND REGISTRAR IN RESPECT OF THE DEPOSITARY RECEIPTS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH DEPOSITARY RECEIPT.

The following abbreviations, when used in the inscription on the face of this receipt, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM – as tenants in common UNIF GIFT MIN ACT - ________________________________Custodian ________________________

(Cust) (Minor)

TEN COM – as tenants in entireties under Uniform Gifts to Minors Act _______________________

(State)

JN COM – as joint tenants with right of survivorship UNIF TRF MIN ACT - ___________________________ Custodian (until age ______________________)
and not as tenants in common

___________________ under Uniform Transfers to Minors Act ________
         (Minor) (State)

Additional abbreviations may also be used though not in the above list.

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

For value received, _______hereby sells, assigns and transfers unto

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)

of the Depositary Shares represented by the within Depositary Receipt, and do hereby irrevocably constitute and appoint

Attorney

to transfer the said stock on the books of the within-named Depositary with full power of substitution in the premises.

Dated:______________________________________________ 20____________________

Signature: _________________________________________________________________

Signature: _________________________________________________________________

Signature(s) Guaranteed: Medallion Guarantee Stamp

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15.

EXHIBIT B

I, [                                ], [ TITLE ] of Fifth Third Bancorp, an Ohio corporation (the “Corporation”), hereby certify that pursuant to the terms of the Articles of Incorporation to the charter of the Corporation, filed with the Secretary of State of Ohio on __________________, 2019 (the “Articles of Incorporation”) and attached hereto as Annex A, and pursuant to resolutions adopted by the Board of Directors of the Corporation and the Pricing Committee of the Board of Directors of the Corporation on [●], 2019 and [●], 2019, respectively, the Corporation has established the Series A Preferred Stock which the Corporation desires to deposit with the Depositary pursuant to the terms and conditions of the Second Amended and Restated Deposit Agreement, dated as of , 2019, by and among the Corporation, American Stock Transfer & Trust Company, LLC and the Holders of Receipts issued thereunder from time to time (the “Deposit Agreement”). In connection therewith, the Board of Directors of the Corporation or a duly authorized committee thereof has authorized the terms and conditions with respect to Series A Preferred Stock as described in the Articles of Incorporation. Any terms of the Series A Preferred Stock that are not described in the Articles of Incorporation and any terms of the Receipts representing such Series A Preferred Stock that are not described in the Deposit Agreement are described below:

Aggregate Number of shares of Series A Preferred Stock issued on the day hereof:

CUSIP Number for Receipt:

Denomination of Depositary Share per share of Series A Preferred Stock (if different than 1/40 ^th of a share of Series A Preferred Stock): N/A

Redemption Provisions (if different than as set forth in the Deposit Agreement): N/A

Name of Global Receipt Depositary: The Depository Trust Company

All capitalized terms used but not defined herein shall have such meaning as ascribed thereto in the Deposit Agreement.

[ Remainder of Page Intentionally Left Blank ]

B- 1

Fifth Third Bancorp

This certificate is
dated: ____________________________

By: _________________________________________

Name: [ ]

Title: [TITLE]

B- 2

Exhibit 5.1

June 25, 2019

Fifth Third Bancorp

38 Fountain Square Plaza

Cincinnati, Ohio 45263

Ladies and Gentlemen:

We have acted as counsel to Fifth Third Bancorp, an Ohio corporation (“ Fifth Third ”), in connection with the filing with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), of a Registration Statement on Form S-4 (the “ Registration Statement ”) by Fifth Third to register: (i) 200,000 shares of 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A, without par value, of Fifth Third (the “ Class B, Series A Preferred Shares ”) and (ii) 8,000,000 depositary shares (the “ Depositary Shares ”) (evidenced by depositary receipts) each representing a 1/40th interest in a Class B, Series A Preferred Share. The Class B, Series A Preferred Shares may be issued pursuant to the terms of an Agreement and Plan of Merger, dated as of June 24, 2019, between Fifth Third and MB Financial, Inc., a Maryland corporation (“ MB Financial ”) (as the same may be amended from time to time, the “ Merger Agreement ”), and the Depositary Shares may be issued pursuant to the Second Amended and Restated Deposit Agreement to be entered into among Fifth Third, as issuer, and American Stock Transfer & Trust Company, LLC, as depositary (the “ Depositary ”), transfer agent and registrar and the holders from time to time of the depositary receipts issued pursuant thereto (the “ Second Amended Deposit Agreement ”).

In connection with this opinion letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:

(i)       the Registration Statement, including the prospectus of Fifth Third/information statement of MB Financial contained therein;

(ii)       the Merger Agreement;

(iii)       the proposed amendment to Fifth Third’s Amended Articles of Incorporation setting forth the terms of the Class B, Series A Preferred Shares in the form set forth in Appendix B to the Registration Statement (the “ Articles Amendment ”);

Fifth Third Bancorp

June 25, 2019

Page 2

(iv)       the Amended and Restated Deposit Agreement dated as of June 24, 2019 among MB Financial, as issuer, and American Stock Transfer & Trust Company, LLC, as depositary, and the holders from time to time of the depositary receipts issued pursuant thereto (the “ First Amended Deposit Agreement ”), the Second Amended Deposit Agreement and the form of depositary receipt described in the Second Amended Deposit Agreement;

(v)       a good standing certificate dated June 24, 2019 issued by the Secretary of State of the State of Ohio with respect to Fifth Third; and

(vi)       a certificate of an Assistant Secretary of Fifth Third dated June 25, 2019 certifying, among other things, the resolutions adopted by the Board of Directors of Fifth Third at a meeting duly called and held on June 18, 2019 (the “ Certificate ”).

We also have examined originals or copies, certified or otherwise identified to our satisfaction, of such other documents, corporate records, certificates of public officials and officers of Fifth Third and other instruments as we have deemed necessary or advisable for purposes of this opinion.

In our examination, we have assumed the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or facsimile copies and the authenticity of the originals of such copies. As to any facts material to this opinion, we have relied, without independent verification, upon the Certificate and other oral or written statements of officers and other representatives of Fifth Third and others, including public officials.

Based upon the foregoing and subject to qualifications hereinafter set forth, it is our opinion that,

1.       When the Registration Statement has become effective under the Securities Act, the Articles Amendment with respect to the Class B, Series A Preferred Shares has been duly certified and filed with the Secretary of State of the State of Ohio and the Class B, Series A Preferred Shares have been duly issued and delivered pursuant to the Merger Agreement, as described in the Registration Statement, the Class B, Series A Preferred Shares will be validly issued, fully paid and nonassessable.

Fifth Third Bancorp

June 25, 2019

Page 3

2.       When the Registration Statement has become effective under the Securities Act; the Articles Amendment with respect to the Class B, Series A Preferred Shares has been duly certified and filed with the Secretary of State of the State of Ohio; the Second Amended Deposit Agreement has been duly executed and delivered by Fifth Third and the other parties thereto without violation of any applicable law or a default under, or breach of, any agreement or instrument binding upon Fifth Third and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over Fifth Third; the Class B, Series A Preferred Shares have been duly issued and delivered to the Depositary upon conversion pursuant to the Merger Agreement of the 6.00% Non-Cumulative Perpetual Preferred Stock, Series A, of MB Financial held by the Depositary pursuant to the First Amended Deposit Agreement; and the depositary receipts evidencing the Depositary Shares have been issued by the Depositary in accordance with the Second Amended Deposit Agreement, all as described in the Registration Statement, the Depositary Shares will be validly issued and will entitle the holders thereof to the rights specified in the Second Amended Deposit Agreement, subject to applicable bankruptcy, insolvency (including, without limitation, laws relating to preferences, fraudulent transfers and equitable subordination), reorganization, moratorium and other similar laws affecting creditors’ rights generally, and to general principles of equity (regardless of whether considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing.

We express no opinion as to any obligations that parties other than Fifth Third may have under or in respect of the Class B, Series A Preferred Shares or the Depositary Shares, or as to the effect that the performance or nonperformance by any such party of such obligations may have upon any of the matters referred to above.

Our opinions set forth above are limited to the laws of the States of Ohio and New York that, in our professional judgment, are normally applicable to transactions of the type described in the Registration Statement, and we do not express any opinion herein concerning any other laws, statutes, ordinances, rules or regulations. No opinion is given with respect to the application of any banking, securities or tax laws or regulations of either the State of Ohio or the State of New York.

This opinion letter is provided for use solely in connection with the transactions described in the Registration Statement and may not be used, circulated, quoted or otherwise relied upon for any

Fifth Third Bancorp

June 25, 2019

Page 4

other purpose without our express written consent. This opinion is limited to the conclusions specifically stated herein, and no opinion may be inferred or implied beyond such specified conclusions. We disclaim any undertaking or obligation to advise you of any changes in the matters covered by this opinion that may come to our attention after the date hereof.

We consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” in the prospectus constituting a part thereof. In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Sincerely,

/s/ Thompson Hine LLP

DAN;JBK

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-4 of our reports dated March 1, 2019, relating to (1) the consolidated financial statements of Fifth Third Bancorp and subsidiaries (the “Bancorp”) (which report expressed an unqualified opinion and included an explanatory paragraph regarding the Bancorp’s election to retrospectively change the accounting for qualifying Low-Income Housing Tax Credit investments from the equity method to the proportional amortization method), and (2) the effectiveness of the Bancorp’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Bancorp for the year ended December 31, 2018, and to the reference to us under the heading “Experts” in this Registration Statement on Form S-4.

/s/ Deloitte & Touche LLP

Cincinnati, Ohio

June 25, 2019

MB Financial		Fifth Third
Authorized Capital Stock

The MB Financial charter authorizes MB Financial to issue up to 120,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share. As of the record date, there were [●] shares of MB Financial common stock outstanding and 200,000 shares of MB Financial preferred stock outstanding. The MB Financial charter authorizes the MB Financial Board of Directors to classify or reclassify any unissued shares of capital stock from time to time into one or more classes or series of stock by setting or changing in one or more respects the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications or terms and conditions of redemption of such shares. MB Financial is authorized under its charter to issue additional shares of capital stock, up to the amount authorized, generally without stockholder approval. In addition, the MB Financial charter provides by its terms that it may be amended by the MB Financial Board of Directors, without a stockholder vote, to change the number of shares of capital stock or the number of shares of any class or series that MB Financial has authority to issue.		Fifth Third’s articles authorize Fifth Third to issue up to 2,000,000,000 shares of common stock, with no par value, 500,000 shares of preferred stock, with no par value, which we refer to as the original Fifth Third preferred stock, and 500,000 shares of Class B preferred stock, with no par value, which we refer to as the Fifth Third Class B preferred stock. The original Fifth Third preferred stock and the Fifth Third Class B preferred stock are referred to collectively as the Fifth Third preferred stock. As of [●], 2019, there were [●] shares of Fifth Third common stock outstanding, [●] shares of Fifth Third preferred stock outstanding and no shares of Fifth Third Class B preferred stock outstanding.

Under the MGCL, the minimum number of directors is one.		The Fifth Third Board of Directors may, by a majority vote of directors then in office, increase the number of directors to not more than 30 persons or decrease the number of directors to not less than 10 persons. The shareholders may fix or change the size of the Board of Directors notwithstanding the foregoing range at a meeting of shareholders called for the purpose of electing directors at which a quorum is present by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the Corporation that is represented at the meeting and entitled to vote on the proposal. The Fifth Third Board of Directors presently consists of fourteen directors. Under the OGCL, the number of directors of a corporation may not be less than one.
Classes of Directors
The MB Financial Board of Directors is not classified. The MB Financial charter provides for the annual election of all directors.		The Fifth Third Board of Directors is not classified. The Fifth Third regulations provide for the annual election of all directors.
Special Meetings of the Board of Directors
The MB Financial bylaws provide that a special meeting of the MB Financial Board of Directors may be called by one-third of the directors then in office (rounded up to the nearest whole number) or by the Chairman of the MB Financial Board of Directors or the President. Notice of the place, date and time of each such special meeting must be given to each director by whom it is not waived by mailing written notice not less than five days before the meeting or by emailing or faxing of the same not less than 24 hours before the meeting.		The Fifth Third regulations provide that a special meeting of the Fifth Third Board of Directors will be called by the Secretary whenever requested by the Chairman of the Fifth Third Board of Directors, Vice Chairman of the Board of Directors or the lead director of the Board of Directors, or in their absence, the President, any Vice President or five or more of the directors. Notice of each special meeting of the Fifth Third Board of Directors shall be given to each director personally or by telegram or cablegram, no later than two days before the meeting is to be held, or by mail, at least seven days before the day on which the meeting is to be held.

Removal of Directors
The MB Financial charter provides that, subject to the rights of the holders of any class or series of preferred or other stock outstanding, directors may be removed from office only for cause and only by the vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock entitled to vote generally in the election of directors, which we refer to as MB Financial voting stock, voting together as a single class.		The Fifth Third regulations provide that no director shall be removed without cause during his term of office and that any director may be removed for cause at any time by the action of the holders of a majority of the voting power of Fifth Third entitled to elect directors in place of those removed at a meeting of the shareholders, and the vacancy in the Fifth Third Board of Directors caused by such removal may be filled by action of the shareholders at such meeting or any subsequent meeting.

Filling Vacancies on the Board of Directors
The MB Financial bylaws provide that, subject to the rights of the holders of any class or series of preferred or other stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the MB Financial Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled by a majority vote of the directors then in office, though less than a quorum, and any director so chosen shall hold office until the next annual meeting of stockholders and until his or her successor is elected and qualified. No decrease in the number of directors constituting the MB Financial Board of Directors will shorten the term of any incumbent director. A vacancy resulting from the removal of a director may be filled by the stockholders.		Ohio law provides that, unless the articles or the regulations otherwise provide, the remaining directors, though less than a majority of the whole authorized number of directors, may, by the vote of a majority of their number, fill any vacancy in the board of directors for the unexpired term. A vacancy exists if the shareholders increase the authorized number of directors but fail at the meeting at which the increase is authorized, or an adjournment of that meeting, to elect the additional directors provided for, or if the shareholders fail at any time to elect the whole authorized number of directors. In case of any removal of a director, a new director may be elected at the same meeting for the unexpired term of each director removed. Failure to elect a director to fill the unexpired term of any director removed is deemed to create a vacancy on the board of directors.

Nomination of Director Candidates by Stockholders
The MB Financial bylaws provide that the Secretary must receive written notice of any stockholder director nomination for a meeting of stockholders not less than 90 days or more than 120 days before the date of the meeting. If, however, less than 100 days’ notice or prior public announcement of the date of the meeting is given or made to stockholders, notice of the nomination must be received by the Secretary no later than the 10 ^th day following the day on which notice of the meeting is mailed or otherwise transmitted or public announcement of the meeting date is first made, whichever occurs first.		The Fifth Third regulations provide that stockholders may nominate persons for election to the Fifth Third Board of Directors at annual meetings and at any special meetings at which directors will be elected. The nominating stockholder must be a stockholder of record both at the time of giving notice of such nomination and at the time of the meeting and must be entitled to vote at such meeting. Notice of nominations must be delivered to the principal executive offices of Fifth Third not less than 60 nor more than 90 days prior to the anniversary of the previous year’s annual meeting. If, however, the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, for notice by the stockholder to be timely, it must be so delivered not earlier than the 90 ^th day prior to such annual meeting and not later than the 60 ^th day prior to such annual meeting or, if the first public announcement of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10 ^th day following the day on which such public announcement is first made.
Calling Special Meetings of Stockholders
The MB Financial bylaws provide that special meetings of stockholders may be called by the President or the MB Financial Board of Directors by vote of a majority of the whole Board. In addition, the MB Financial bylaws provide that a special meeting of stockholders shall be called by the Secretary on the written request of stockholders entitled to cast at least a majority of all the votes entitled to be cast at the meeting.		Under the Fifth Third regulations, a special meeting of the holders of any or all classes or series of Fifth Third stock may be called at any time by the Fifth Third Board of Directors. Special meetings of the holders of all classes and series of Fifth Third stock also will be called by the Secretary upon written request made by holders of at least 25% of the outstanding shares of Fifth Third stock entitled to vote. Special meetings of the Fifth Third common shareholders will be called by the Secretary upon written request made by holders of Fifth Third common stock who hold of record collectively at least 25% of the outstanding shares of Fifth Third common stock.

Stockholder Proposals
The MB Financial bylaws provide that the Secretary must receive written notice of any stockholder proposal for business at an annual meeting of stockholders not less than 90 days or more than 120 days before the first anniversary of the preceding year’s annual meeting. If the date of the current year’s annual meeting is advanced by more than 20 days or delayed by more than 60 days from the anniversary date of the preceding year’s annual meeting, notice of the stockholder proposal must be received by the Secretary no earlier than the close of business on the 120 ^th day prior to the date of the annual meeting and no later than the close of business on the later of (a) the 90 ^th day prior to the annual meeting or (b) the 10 ^th day following the day on which notice of the annual meeting is mailed or otherwise transmitted or public announcement of the annual meeting date is first made, whichever occurs first.		The Fifth Third regulations provide that to properly bring business before an annual meeting, a shareholder must deliver a shareholder’s notice to the principal executive offices not less than 60 nor more than 90 days prior to the anniversary of the previous year’s annual meeting. If, however, the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the shareholder to be timely must be delivered not earlier than the 90 ^th day prior to such annual meeting and not later than the 60 ^th day prior to such annual meeting or, if the first public announcement of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10 ^th day following the day on which such public announcement is first made. Such shareholder must hold their shares of record both on the date notice is provided to Fifth Third and on the date of the meeting and must be entitled to vote at such meeting. The Fifth Third regulations will not affect any rights of shareholders to request inclusion of proposals in Fifth Third’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.
Action by Written Consent
The MB Financial bylaws provide that, except as described in the following sentence, any action required or permitted to be taken at a meeting of stockholders may instead be taken without a meeting if a unanimous written consent which sets forth the action is given in writing or by electronic transmission by each stockholder entitled to vote on the matter. The MB Financial bylaws also provide that, unless the MB Financial charter provides otherwise, the holders of any class of MB Financial voting stock, other than common stock, may act without a meeting if a consent is given in writing or by electronic transmission by the holders entitled to cast the minimum number of votes that would be necessary to approve the action at a meeting of stockholders.		Under the OGCL, shareholders may take action, without a meeting, by the written unanimous consent of shareholders who would be entitled to notice of a shareholders’ meeting held for such purpose. Otherwise, shareholders are able to take action only at an annual or special meeting called in accordance with the Fifth Third regulations.
Notice of Stockholder Meetings
The MB Financial bylaws provide that, not less than 10 nor more than 90 days before each stockholders’ meeting, the Secretary will provide notice in writing or by electronic transmission to each stockholder entitled to vote at, and to each other stockholder entitled to notice of, such meeting of the time and place of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at the meeting, and, if the meeting is a special meeting or notice of the purpose is required by statute, the purpose of the meeting.		The Fifth Third regulations provide that Fifth Third must give written notice, either by personal delivery or mail, not less than seven nor more than 60 days before any shareholders’ meeting, to each shareholder entitled to vote at such a meeting. The notice shall be in a form approved by the Fifth Third Board of Directors, and state the place, time and purposes of the meeting.

Quorum at Stockholder Meetings
The MB Financial bylaws provide that, at any meeting of stockholders, the holders of a majority of all the shares of stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, except to the extent that the presence of a larger number may be required by law.		The Fifth Third regulations provide that the holders of shares entitling them to exercise a majority of the voting power of the Corporation entitled to vote at the meeting on each matter that is to be voted on shall constitute a quorum at any meeting of the shareholders.
Stockholder Rights Plan
MB Financial has not adopted a stockholder rights plan.		Fifth Third has not adopted a stockholder rights plan.
Anti-Takeover Provisions and Other Stockholder Protections
Voting Limitation. The MB Financial charter generally prohibits any stockholder that beneficially owns more than 14.9% of the outstanding shares of MB Financial common stock from voting shares in excess of this limit; provided that for so long as the MB Financial preferred stock is outstanding, this 14.9% limit will not apply. Control Share Acquisitions. The MGCL contains a control share acquisition statute which, in general terms, provides that where a stockholder acquires issued and outstanding shares of a corporation’s voting stock, which we refer to as control shares, within one of several specified ranges (one-tenth or more but less than one-third, one-third or more but less than a majority, or a majority or more), approval by stockholders of the control share acquisition must be obtained before the acquiring stockholder may vote the control shares. The required stockholder vote is two-thirds of all votes entitled to be cast, excluding “interested shares,” defined as shares held by the acquiring person, officers of the corporation and employees who are also directors of the corporation. A corporation may, however, opt-out of the control share statute through a charter or bylaw provision, which MB Financial has done pursuant to its bylaws. Accordingly, the MGCL control share acquisition statute does not apply to acquisitions of shares of MB Financial stock. Certain Business Combinations. The MB Financial charter provides that certain business combinations (e.g., mergers, share exchanges, significant asset sales and significant stock issuances) involving “interested stockholders” of MB Financial require, in addition to any vote required by law, the approval of a majority of the voting power of the outstanding shares of MB Financial stock entitled to vote in the election of directors, which we refer to as the MB Financial voting stock, that is not beneficially owned by the interested stockholder in question, voting together as a single class, unless, in the case of such a business combination that does not involve any cash or other consideration being received by the stockholders, a majority of the disinterested directors have approved the business combination or, in all other cases, (1) a majority of the disinterested directors have approved the business combination or (2) certain fair price and procedure requirements are satisfied. An “interested stockholder” generally means a person who is a greater than 14.9% stockholder of MB Financial or who is an affiliate of MB Financial and at any time within the past two years was a greater than 14.9% stockholder of MB Financial, excluding any holding company or subsidiary of MB Financial. The MB Financial charter amendment to be voted on at the special meeting of MB Financial stockholders to be held on July 18, 2019 would remove this provision. It is expected that Fifth Third will vote all of its shares of MB Financial common stock in favor of the charter amendment and in that event this provision will be removed.		The Fifth Third articles and Fifth Third regulations contain various provisions that could make more difficult a change in control of Fifth Third or discourage a tender offer or other plan to restructure Fifth Third. The ability of Fifth Third to issue shares of Fifth Third preferred stock may have the effect of delaying, deferring or preventing a change in control of Fifth Third. Additionally, Ohio law contains provisions that would also make more difficult a change in control of Fifth Third or discourage a tender offer or other plan to restructure Fifth Third. The following discussion of some of these provisions is qualified in its entirety by reference to those particular statutory and regulatory provisions. Ohio Control Share Acquisition Act. Section 1701.831 of the Ohio Revised Code, the Ohio Control Share Acquisition Act, provides that any “control share acquisition” of an Ohio issuing public corporation shall be made only with the prior authorization of the shareholders of the issuing public corporation in accordance with the provisions of the Ohio Control Share Acquisition Act. A “control share acquisition” is defined under the Ohio Control Share Acquisition Act to mean the acquisition, directly or indirectly, by any person of shares of an issuing public corporation that, when added to all other shares of the issuing public corporation such person owns, would entitle such person, directly or indirectly, to exercise voting power in the election of directors within the following ranges: more than 20%; more than 33%; and a majority. The Ohio Control Share Acquisition Act requires that the acquiring person must deliver an acquiring person statement to the Ohio issuing public corporation. The Ohio issuing public corporation must then call a special meeting of its shareholders to vote upon the proposed acquisition within 50 days after receipt of such acquiring person statement, unless the acquiring person agrees to a later date. The Ohio Control Share Acquisition Act further specifies that the shareholders of the Ohio issuing public corporation must approve the proposed control share acquisition by certain percentages at a special meeting of shareholders at which a quorum is present. In order to comply with the Ohio Control Share Acquisition Act, the acquiring person may only acquire the shares of the Ohio issuing public corporation upon the affirmative vote of (1) a majority of the voting power of the shares of the Ohio issuing public corporation at the election of directors that is represented in person or by proxy at the separate special meeting and (2) a majority of the voting power of the shares of the Ohio issuing public corporation at the election of directors that is represented in person or by proxy at the special meeting excluding those shares of the Ohio issuing public corporation deemed to be “interested shares” for purposes of the Ohio Control Share Acquisition Act.

Stockholder Inspection Rights
Under the MGCL, only a stockholder of record or group of stockholders of record of 5% or more of the outstanding stock of any class of the corporation for at least six months has the right to inspect the corporation’s stock ledger, list of stockholders and books of account (in the case of books of account, for any purpose related to monitoring or protecting the holder’s or holders’ equity investment in the corporation). Any stockholder is entitled to inspect the corporation’s bylaws, minutes of stockholder meetings, annual statement of affairs and any voting trust agreements.		Under the OGCL, any shareholder has the right to inspect the articles of the corporation, its regulations, its books and records of account, minutes, records of shareholders and voting trust agreements, if any, for any proper purpose upon delivering a written demand stating the purpose of such inspection. The directors may adopt guidelines and procedures in order to verify that the person making the demand to inspect the records of shareholders is a shareholder.
Non-Stockholder Constituency Provision
The MB Financial charter provides that when evaluating any offer of another person to (1) make a tender or exchange offer for any equity security of MB Financial, (2) merge or consolidate MB Financial with another corporation or entity or (3) acquire all or substantially all of the properties and assets of MB Financial, or when evaluating any other transaction which would or may involve a change in control of MB Financial, the MB Financial Board of Directors may, in exercising its business judgment as to what is in the best interests of MB Financial and its stockholders and in making any recommendation to MB Financial stockholders, give due consideration to all relevant factors, including, but not limited to: • the immediate and long-term economic effect upon MB Financial stockholders, including stockholders, if any, who do not participate in the transaction; • the social and economic effect on the employees, creditors and customers of, and others dealing with, MB Financial and its subsidiaries and on the communities in which MB Financial and its subsidiaries operate or are located;		Under the OGCL, a director, in determining what he reasonably believes to be in the best interests of the corporation, shall consider the interests of the corporation’s shareholders and, in his discretion, may consider any of the following: • the interests of the corporation’s employees, suppliers, creditors and customers; • the economy of the state and nation; • community and societal considerations; and • the long-term as well as short-term interests of the corporation and its shareholders, including the possibility that these interests may be best served by the continued independence of the corporation.

	•	authorize the Fifth Third Board of Directors to fix its size between 10 and 30 directors;

	•	provide that directors may be removed only for cause and only by a vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of Fifth Third entitled to vote generally in the election of directors, voting together as a single class; and

	•	authorize directors to fill vacancies on the Fifth Third Board of Directors that occur between annual stockholder meetings, except for vacancies caused by a director’s removal by a stockholder vote.

	•	the Federal Reserve Board has been given 60 days’ prior written notice of the proposed acquisition; and

	•	within that time period or a longer time period if the Federal Reserve Board extends the period during which such a disapproval may be issued, the Federal Reserve Board does not issue a notice disapproving the proposed acquisition.

	•	the ownership or control of 25% or more of a class of voting securities;

	•	the ability to elect a majority of the directors; or

	•	20% or more, but less than one-third;

	•	one-third or more, but less than a majority; or

	•	a majority or more.

	•	a majority of the voting power of the corporation entitled to vote in the election of directors that is represented in person or by proxy at the separate special meeting; and

	•	a majority of the voting power of the corporation entitled to vote in the election of directors that is represented in person or by proxy at the special meeting excluding those shares deemed to be “interested shares” for purposes of the Control Share Acquisition Act.

	•	an acquiring person;

	•	any officer of the corporation;

	•	any employee who is also a director of the corporation; or

	•	the aggregate consideration paid by the person (and any other person acting in concert with the person) for shares of the corporation’s common shares exceeds $250,000; or

	•	the number of shares acquired by the person (and any other person acting in concert with the person) exceeds one-half of 1% of the outstanding shares of the corporation’s voting power entitled to vote in the election of directors.

	•	any merger, consolidation, combination or majority share acquisition between or involving the corporation or a subsidiary and an interested stockholder or an affiliate or associate of an interested stockholder;

	•	certain transfers of property, dividends and issuance or transfers of shares, from or by the corporation or a subsidiary to, with or for the benefit of an interested stockholder or an affiliate or associate of an interested stockholder, unless the transaction is in the ordinary course of the corporation’s business and on terms no more favorable to the interested stockholder than those acceptable to third parties as demonstrated by contemporaneous transactions; and

	•	certain transactions which:

	•	increase the proportionate share ownership of an interested stockholder;

	•	result in the adoption of a plan, proposed by or on behalf of the interested stockholder, providing for the dissolution, winding-up of the affairs, or liquidation of the corporation; or

	•	pledge or extend the credit or financial resources of the corporation to or for the benefit of the interested stockholder.

	•	the acquisition of shares pursuant to which the relevant person became an interested stockholder received the prior approval of the Board of Directors;

	•	the transaction is approved by the affirmative vote of the holders of shares representing at least two-thirds of the voting power of the corporation in the election of directors and by the holders of shares representing at least a majority of voting shares that are not beneficially owned by an interested stockholder or an affiliate or associate of an interested stockholder; or

	•	dissenting from certain amendments to the corporation’s articles of incorporation;

	•	of a corporation where all or substantially all of the assets of the corporation are being leased, sold, exchanged, transferred or otherwise disposed of outside of the ordinary course of its business;

	•	of a corporation that is being merged or consolidated into a surviving or new entity;

	•	of a surviving corporation in a merger who are entitled to vote on the adoption of an agreement of merger (but only as to the shares so entitling them to vote);

	•	other than the parent corporation, of an Ohio subsidiary corporation that is being merged into its parent corporation;

	•	of an acquiring corporation in a combination or a majority share acquisition who are entitled to vote on such transaction (but only as to the shares so entitling them to vote);

	•	of an Ohio subsidiary corporation into which one or more domestic or foreign corporations are being merged; and

	•	of a domestic corporation that is being converted.

Fifth Third Bancorp

By:	/s/ Susan B. Zaunbrecher
	Name:	Susan B. Zaunbrecher
	Title:	Executive Vice President, Corporate Secretary and Chief Legal Officer

MB FINANCIAL, INC.

By:	/s/ Susan B. Zaunbrecher
	Name:	Susan B. Zaunbrecher
	Title:	Executive Vice President, Corporate Secretary and Chief Legal Officer

Exhibit		Description

2.1		Agreement and Plan of Merger, dated as of June 24, 2019, by and between Fifth Third Bancorp and MB Financial, Inc. (included as Appendix A to the prospectus/information statement contained in this Registration Statement). *

3.1		Form of Amendment to the Amended Articles of Incorporation of Fifth Third Bancorp (included as Appendix B to the prospectus/information statement contained in this Registration Statement).*

4.1		Form of Second Amended and Restated Deposit Agreement among Fifth Third Bancorp, as issuer, and American Stock Transfer & Trust Company, LLC, as depositary, and the holders from time to time of the depositary receipts issued.*

5.1		Opinion and Consent of Thompson Hine LLP as to the validity of the securities being registered.*

8.1		Opinion of Davis Polk & Wardwell LLP regarding certain tax matters.**

23.1		Consent of Deloitte & Touche LLP.*

23.2		Consent of Davis Polk & Wardwell LLP (included in Exhibit 8.1 hereto).**

24.1		Power of Attorney (included on signature page of this Registration Statement).*

	FIFTH THIRD BANCORP

	By:		/s/ Greg D. Carmichael
	Name: Title:		Greg D. Carmichael Chairman of the Board, President and Chief Executive Officer

Signature	Title	Date
/s/ Greg D. Carmichael
Greg D. Carmichael	Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)	June 25, 2019
/s/ Tayfun Tuzun
Tayfun Tuzun	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 25, 2019
/s/ Mark D. Hazel
Mark D. Hazel	Senior Vice President and Controller (Principal Accounting Officer)	June 25, 2019
/s/ Nicholas K. Akins
Nicholas K. Akins	Director	June 25, 2019
/s/ B. Evan Bayh III
B. Evan Bayh III	Director	June 25, 2019
/s/ Jorge L. Benitez
Jorge L. Benitez	Director	June 25, 2019
/s/ Katherine B. Blackburn
Katherine B. Blackburn	Director	June 25, 2019
/s/ Emerson L. Brumback
Emerson L. Brumback	Director	June 25, 2019
/s/ Jerry W. Burris
Jerry W. Burris	Director	June 25, 2019

/s/ C. Bryan Daniels
C. Bryan Daniels	Director	June 25, 2019
/s/ Thomas H. Harvey
Thomas H. Harvey	Director	June 25, 2019
/s/ Gary R. Heminger
Gary R. Heminger	Director	June 25, 2019
/s/ Jewell D. Hoover
Jewell D. Hoover	Director	June 25, 2019
/s/ Eileen A. Mallesch
Eileen A. Mallesch	Director	June 25, 2019
/s/ Michael B. McCallister
Michael B. McCallister	Director	June 25, 2019
/s/ Marsha C. Williams
Marsha C. Williams	Director	June 25, 2019

ARTICLE I DEFINED TERMS		1
Section 1.1	Definitions	1
ARTICLE II FORM OF RECEIPTS, DEPOSIT OF SERIES A PREFERRED STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS		3
Section 2.1	Form and Transfer of Receipts	3
Section 2.2	Deposit of Series A Preferred Stock; Execution and Delivery of Receipts in Respect Thereof	4
Section 2.3	Registration of Transfer of Receipts	4
Section 2.4	Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Series A Preferred Stock	5
Section 2.5	Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts	5
Section 2.6	Lost Receipts, etc	6
Section 2.7	Cancellation and Destruction of Surrendered Receipts	6
Section 2.8	Redemption of Series A Preferred Stock	6
Section 2.9	Deposits	7
Section 2.10	Receipts Issuable in Global Registered Form	7
ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION		8
Section 3.1	Filing Proofs, Certificates and Other Information	8
Section 3.2	Payment of Taxes or Other Governmental Charges	8
Section 3.3	Warranty as to Series A Preferred Stock	8
Section 3.4	Warranty as to Receipts	9
ARTICLE IV THE DEPOSITED SECURITIES; NOTICES		9
Section 4.1	Cash Distributions	9
Section 4.2	Distributions Other than Cash, Rights, Preferences or Privileges	9
Section 4.3	Subscription Rights, Preferences or Privileges	9
Section 4.4	Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts	10
Section 4.5	Voting Rights	10
Section 4.6	Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc	11
Section 4.7	Delivery of Reports	11
Section 4.8	Lists of Receipt Holders	11
ARTICLE V THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR AND THE CORPORATION		11
Section 5.1	Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar	11
Section 5.2	Prevention of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar, the Transfer Agent or the Corporation	12
Section 5.3	Obligations of the Depositary, the Depositary’s Agents, the Registrar, the Transfer Agent and the Corporation	12
Section 5.4	Resignation and Removal of the Depositary; Appointment of Successor Depositary	15

Section 5.5	Corporate Notices and Reports	15
Section 5.6	Indemnification by the Corporation	16
Section 5.7	Fees, Charges and Expenses	16
ARTICLE VI AMENDMENT AND TERMINATION		16
Section 6.1	Amendment	16
Section 6.2	Termination	17
ARTICLE VII MISCELLANEOUS		17
Section 7.1	Counterparts	17
Section 7.2	Exclusive Benefit of Parties	17
Section 7.3	Invalidity of Provisions	17
Section 7.4	Notices	17
Section 7.5	Depositary’s Agents	18
Section 7.6	Appointment of Registrar, Dividend Disbursing Agent, Transfer Agent and Redemption Agent in Respect of Receipts	18
Section 7.7	Holders of Receipts Are Parties	18
Section 7.8	Governing Law	18
Section 7.9	Inspection of Deposit Agreement	18
Section 7.10	Headings	18
Section 7.11	Confidentiality	19
Section 7.12	Further Assurances	19

DEPOSITARY RECEIPT		DEPOSITARY RECEIPT
Certificate Number		8,000,000 Depositary Shares
D-1		CUSIP [●]

___________________________ President and Chief Executive Officer ___________________________ Corporate Secretary	DATED: [●], 2019 COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC DEPOSITARY AND REGISTRAR
	By:
		Authorized Signature

TEN COM – as tenants in common UNIF GIFT MIN ACT - ________________________________Custodian ________________________
(Cust) (Minor)
TEN COM – as tenants in entireties under Uniform Gifts to Minors Act _______________________
(State)
JN COM – as joint tenants with right of survivorship UNIF TRF MIN ACT - ___________________________ Custodian (until age ______________________) and not as tenants in common
___________________ under Uniform Transfers to Minors Act ________ (Minor) (State)

Additional abbreviations may also be used though not in the above list.

	PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
For value received, _______hereby sells, assigns and transfers unto

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)



of the Depositary Shares represented by the within Depositary Receipt, and do hereby irrevocably constitute and appoint
	Attorney
to transfer the said stock on the books of the within-named Depositary with full power of substitution in the premises.