FIFTH THIRD BANCORP (Form: 8-K, Received: 09/29/2015 09:17:10)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 28, 2015

LOGO

(Exact Name of Registrant as Specified in Its Charter)

Ohio

(State or Other Jurisdiction

of Incorporation)

001-33653

31-0854434

(Commission

File Number)

(IRS Employer

Identification No.)

Fifth Third Center

38 Fountain Square Plaza, Cincinnati, Ohio

45263

(Address of Principal Executive Offices)

(Zip Code)

(800) 972-3030

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

FORWARD-LOOKING STATEMENTS

This report contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder. These statements relate to our financial condition, results of operations, plans, objectives, future performance or business. They usually can be identified by the use of forward-looking language such as “will likely result,” “may,” “are expected to,” “is anticipated,” “estimate,” “forecast,” “projected,” “intends to,” or may include other similar words or phrases such as “believes,” “plans,” “trend,” “objective,” “continue,” “remain,” or similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” or similar verbs. You should not place undue reliance on these statements, as they are subject to risks and uncertainties, including but not limited to the risk factors set forth in our most recent Annual Report on Form 10-K, as amended from time to time by our Quarterly Reports on Form 10-Q. When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements we may make. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to us.

There are a number of important factors that could cause future results to differ materially from historical performance and these forward-looking statements. Factors that might cause such a difference include, but are not limited to: (1) general economic conditions and weakening in the economy, specifically the real estate market, either nationally or in the states in which Fifth Third, one or more acquired entities and/or the combined company do business, are less favorable than expected; (2) deteriorating credit quality; (3) political developments, wars or other hostilities may disrupt or increase volatility in securities markets or other economic conditions; (4) changes in the interest rate environment reduce interest margins; (5) prepayment speeds, loan origination and sale volumes, charge-offs and loan loss provisions; (6) Fifth Third’s ability to maintain required capital levels and adequate sources of funding and liquidity; (7) maintaining capital requirements and adequate sources of funding and liquidity may limit Fifth Third’s operations and potential growth; (8) changes and trends in capital markets; (9) problems encountered by larger or similar financial institutions may adversely affect the banking industry and/or Fifth Third; (10) competitive pressures among depository institutions increase significantly; (11) effects of critical accounting policies and judgments; (12) changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board (FASB) or other regulatory agencies; (13) legislative or regulatory changes or actions, or significant litigation, adversely affect Fifth Third, one or more acquired entities and/or the combined company or the businesses in which Fifth Third, one or more acquired entities and/or the combined company are engaged, including the Dodd-Frank Wall Street Reform and Consumer Protection Act; (14) ability to maintain favorable ratings from rating agencies; (15) fluctuation of Fifth Third’s stock price; (16) ability to attract and retain key personnel; (17) ability to receive dividends from its subsidiaries; (18) potentially dilutive effect of future acquisitions on current shareholders’ ownership of Fifth Third; (19) effects of accounting or financial results of one or more acquired entities; (20) difficulties from Fifth Third’s investment in, relationship with, and nature of the operations of Vantiv, LLC; (21) loss of income from any sale or potential sale of businesses that could have an adverse effect on Fifth Third’s earnings

and future growth; (22) difficulties in separating the operations of any branches or other assets divested; (23) inability to achieve expected benefits from branch consolidations and planned sales within desired timeframes, if at all; (24) ability to secure confidential information and deliver products and services through the use of computer systems and telecommunications networks; and (25) the impact of reputational risk created by these developments on such matters as business generation and retention, funding and liquidity.

You should refer to our periodic and current reports filed with the Securities and Exchange Commission, or “SEC,” for further information on other factors, which could cause actual results to be significantly different from those expressed or implied by these forward-looking statements. Copies of those filings are available at no cost on the SEC’s Web site at www.sec.gov or on our Web site at www.53.com . We undertake no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this report.

Item 8.01

Other Events.

As the Company has previously disclosed, it has been cooperating with an investigation by the Department of Justice (the “DOJ”) to determine whether Fifth Third Bank (the “Bank”) engaged in any discriminatory practices in connection with the Bank’s indirect automobile loan portfolio. On September 28, 2015 (the “Effective Date”), we reached a settlement with the DOJ and the Consumer Financial Protection Bureau (“CFPB”) and have entered into related consent orders with each of the DOJ and CFPB (collectively, the “Indirect Auto Consent Orders”).

Pursuant to the Indirect Auto Consent Orders, the Bank, without admitting or denying any of the findings of fact or conclusions of law (except to establish jurisdiction), has agreed to implement a new dealer compensation policy, in accordance with its choice from among three options outlined in the Indirect Auto Consent Orders, within the later of 120 days of the Effective Date or 30 days of obtaining any required notifications of non-objection from the CFPB and the DOJ. The Indirect Auto Consent Orders provide that the Bank’s Board of Directors and Special Regulatory Oversight Committee will oversee its compliance with the new dealer compensation policy. The Bank has agreed to pay $18 million to consumers pursuant to the Indirect Auto Consent Orders, which is within the amount it had included in its litigation reserves for this matter. This total amount is subject to a credit of between $5 million and $6 million for remediation the Bank has already paid.

Copies of the Indirect Auto Consent Orders are attached as Exhibits 99.1 and 99.2 and incorporated herein by reference. The description of the Indirect Auto Consent Orders set forth above does not purport to be complete and is qualified by reference to their full text.

Additionally, on September 28, 2015, the Bank, without admitting or denying any findings of fact or conclusions of law (except to establish jurisdiction), also entered into a consent order with the CFPB related to the marketing and administration of the Bank’s debt protection credit card “add-on” product for those enrolled in the product from January 1, 2007, through November 11, 2013 (“Add-On Consent Order”). As part of this settlement, the Bank has agreed to adopt a compliance plan with respect to the advertising, marketing, promotion, offering or sale of any

credit card add-on products, the performance of any such products and the management of its vendors with respect to such products and not to market or sell similar debt protection add-on products without first securing a determination of non-objection from the CFPB. The Bank has also agreed to provide for the payment of an amount not less than $3 million in redress to consumers and to pay a civil money penalty of $500,000 to the CFPB. Together these amounts are within the amount that we had included in our litigation reserves for this matter.

A copy of the Add-On Consent Order is attached hereto as Exhibit 99.3 and incorporated herein by reference. The description of the Add-On Consent Order set forth above does not purport to be complete and is qualified by reference to its full text.

Item 9.01

Financial Statements and Exhibits.


Exhibit 99.1		Consent Order pursuant to the Consumer Financial Protection Act of 2010, dated September 28, 2015, between Fifth Third Bank and the U.S. Department of Justice regarding indirect auto loans.

Exhibit 99.2		Consent Order pursuant to the Consumer Financial Protection Act of 2010, dated September 28, 2015, between Fifth Third Bank and the Consumer Financial Protection Bureau, including the Stipulation and Consent to the Issuance of a Consent Order, dated September 28, 2015, by Fifth Third Bank regarding indirect auto loans.

Exhibit 99.3		Consent Order pursuant to the Consumer Financial Protection Act of 2010, dated September 28, 2015, between Fifth Third Bank and the Consumer Financial Protection Bureau, including the Stipulation and Consent to the Issuance of a Consent Order, dated September 28, 2015, by Fifth Third Bank regarding credit card add-on products.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


						FIFTH THIRD BANCORP
						(Registrant)

September 29, 2015						/s/ HEATHER RUSSELL KOENIG
						Heather Russell Koenig
						Executive Vice President, Chief Legal Officer and Board Secretary

Exhibit 99.1

UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF OHIO


UNITED STATES OF AMERICA,		CIVIL ACTION NO. 1:15-CV-626

Plaintiff,
		CONSENT ORDER
v.

FIFTH THIRD BANK,

Defendant.

I. INTRODUCTION

This Consent Order is submitted jointly by the parties for the approval of and entry by the Court. The Consent Order resolves the claims of the United States, based on a joint investigation by the United States through the Civil Rights Division of the Department of Justice (“DOJ”) and the Consumer Financial Protection Bureau (“Bureau”), that Fifth Third Bank (“Fifth Third”) allegedly engaged in a pattern or practice of conduct in violation of the Equal Credit Opportunity Act (“ECOA”), 15 U.S.C. §§ 1691-1691f, by permitting dealers to charge higher interest rates to consumer auto loan borrowers on the basis of race and national origin.

There has been no factual finding or adjudication with respect to any matter alleged by the United States. The parties have entered into this Consent Order to avoid the risks, expense, and burdens of litigation and to resolve voluntarily the claims in the United States’ Complaint of Fifth Third’s alleged violation of ECOA.

II. BACKGROUND

As of the second quarter of 2015, Fifth Third was the ninth largest depository auto loan lender in the United States. Fifth Third held a 1.3 percent share of the overall auto loan market based on originations, making it the 17th largest auto loan lender overall.

The Bureau and the DOJ initiated a joint investigation of Fifth Third’s pricing of automobile loans or retail installment contracts. In its Complaint, the United States alleges that between January 1, 2010 and the present, Fifth Third engaged in a pattern or practice of discrimination on the basis of race and national origin in violation of ECOA based on permitting the interest rate “dealer markup”—the difference between Fifth Third’s buy rate and the contract rate—paid by African-American and Hispanic borrowers who received auto loans funded by Fifth Third.

The United States sets forth in its Complaint the allegations and claims of a pattern or practice of discrimination in violation of ECOA. Fifth Third neither admits nor denies the allegations and claims of a pattern or practice of discrimination in violation of the ECOA as set forth in the United States’ Complaint. Under the provisions of this Consent Order, Fifth Third agrees to implement policies and procedures designed to ensure that the dealer markup on auto loans is negotiated in a nondiscriminatory manner consistent with ECOA and the Compliance Plan. In addition, Fifth Third will compensate certain African-American and Hispanic borrowers.

III. FIFTH THIRD’S STATEMENT

Fifth Third asserts that throughout the Relevant Period and to the present, Fifth Third has treated all of its customers fairly and without regard to race or national origin. Fifth Third enters this settlement for the purpose of avoiding contested litigation with the Department of Justice and to instead devote its resources to serving its customers. Fifth Third’s indirect auto finance business involves purchasing retail installment sale contracts from dealers. Customers negotiate their Annual Percentage Rate and other finance terms with those dealers in a system where the dealer decides which finance company or bank will buy the dealers’ retail installment sale contracts. Fifth Third is not a party to the negotiations that take place between motor vehicle dealers and their customers. In competing for a dealer’s business, Fifth Third quotes a “buy rate” to the dealer as a measure of the price it will pay to buy the contract. The United States’ allegations relate to amounts referred to in this Consent Order as “dealer markup,” which is the difference between a contract’s Annual Percentage Rate and Fifth Third’s buy rate. The alleged policy by Fifth Third of permitting such dealer markup is common in the industry and has been for decades.

Fifth Third affirmatively asserts that it has treated all of its customers without regard to race or national origin, and that its business practices have promoted and achieved fairness across all customer groups. Fifth Third has not been informed that the United States contends that Fifth Third or any of its employees engaged in any intentional discrimination or disparate treatment of minorities.

IV. DEFINITIONS

The following definitions apply to this Consent Order:

a. “Affected Consumers” include African-American and Hispanic consumers who entered into a retail installment contract with Fifth Third during the Relevant Period (as defined in paragraph j below).

b. “Board” means Fifth Third’s duly-elected and acting Board of Directors.

c. “Compliance Committee” means Fifth Third’s Special Regulatory Oversight Committee, a joint committee of the Boards of Directors of Fifth Third Bancorp and Fifth Third Bank.

d. “Dealer Discretion” means the entire range of dealer deviation from Fifth Third’s risk-based buy rate, whether exercised by increasing or decreasing the buy rate, such as by altering the interest rate or buying down the rate. “Dealer Discretion” does not include Fifth Third’s discretion to modify the buy rate. “Dealer Discretion” does not include a dealer’s buying down of the buy rate with respect to all consumers to the extent such special offers are clearly advertised to all consumers.

e. “Effective Date” means the date on which this Consent Order is approved and entered by the Court.

f. “Executive Officers” means collectively the senior management of Fifth Third Bank, including but not limited to its Principal Executive Officer(s),

Principal Financial Officer(s), Chief Risk Officer(s), Treasurer(s), Head of its Consumer Bank, Head of Auto Lending, Chief Credit Officer, Chief Consumer Credit Officer and its Chief Compliance Officer(s).

g. “Fair Lending Director” means the Assistant Director of the Office of Fair Lending and Equal Opportunity for the Bureau, or his/her delegee.

h. “Non-objection” means written notification to Fifth Third that there is not an objection to a proposal by Fifth Third for a course of action. In the event the DOJ or the Fair Lending Director object to any proposed action by Fifth Third, the DOJ and the Fair Lending Director shall direct Fifth Third to make revisions, and Fifth Third shall make the revisions and resubmit the proposed action within thirty (30) days. Upon notification to Fifth Third of non-objection, Fifth Third must implement the course of action within thirty (30) days unless otherwise specified. Fifth Third cannot make any changes to the course of action without obtaining written notification to Fifth Third that there is not an objection to Fifth Third’s proposed change.

i. “Related Consumer Action” means a private action by or on behalf of one or more consumers or an enforcement action by another governmental agency brought against Fifth Third based on substantially the same facts as described in the Complaint.

j. “Relevant Period” means the period from January 1, 2010 through the Effective Date.

k. “Defendant” means Fifth Third Bank, and its successors and assigns.

V. INJUNCTIVE RELIEF

1. Consistent with this Consent Order, Defendant and its officers, agents, servants, employees, and attorneys who have actual notice of this Consent Order, whether acting directly or indirectly, are enjoined from engaging in any act or practice that discriminates on the basis of race or national origin in any aspect of Dealer Discretion in the pricing of automobile loans in violation of ECOA, 15 U.S.C. § 1691(a)(1), and Regulation B, 12 C.F.R. Part 1002.

A.	Dealer Compensation Policy

2. Fifth Third shall implement a dealer compensation policy conforming with one (1) of the three (3) options detailed below. If a non-objection of the Fair Lending Director and DOJ is required in a chosen option, Fifth Third shall submit the policy for non-objection within thirty (30) days of the Effective Date. Fifth Third shall implement the chosen option within the later of (a) one hundred and twenty (120) days after the Effective Date, or (b) thirty (30) days of obtaining any required non-objection. Fifth Third shall not implement any revised dealer compensation policy until obtaining all non-objections of the DOJ and the Fair Lending Director required by the chosen option.

Option One:

a. Fifth Third will limit Dealer Discretion in setting the contract rate to one hundred and twenty-five (125) basis points for retail installment contracts with terms of sixty (60) months or less, and one hundred (100) basis points for retail installment contracts with terms greater than sixty (60) months. Fifth Third is not precluded from including in its compensation policies an additional nondiscretionary component of dealer compensation consistent with applicable laws and subject to the non-objection of the DOJ and the Fair Lending Director. Fifth Third may provide entirely nondiscretionary dealer compensation to some dealers (consistent with subparagraph h of Option Three, described below) while it

provides discretionary compensation to other dealers consistent with Option One, so long as all loans purchased from a particular dealer are compensated using only one of the two compensation systems. ¹

b. Fifth Third will maintain general compliance management systems reasonably designed to assure compliance with all relevant federal consumer financial laws, including ECOA. With respect to monitoring Dealer Discretion for compliance with ECOA, Fifth Third must, at a minimum:

i. Send annual notices to all dealers explaining ECOA, stating Fifth Third’s expectation with respect to ECOA compliance, and articulating the dealer’s obligation to price retail installment contracts in a non-discriminatory manner.

ii. Monitor for compliance with Dealer Discretion limits.

c. Fifth Third shall submit data on its indirect auto lending portfolio to the DOJ and the Fair Lending Director, at their request, semiannually for analysis and monitoring.

Consistent with the definition of “Dealer Discretion,” Fifth Third is not precluded from maintaining policies to reduce its risk-based buy rate based on competitive offers ( e.g. , a valid, dealer documented, competitive offer from another financing source) when it is necessary to retain the customer’s transaction. Any such modifications, or “competitive modifiers,” based on such policies shall (1) not result in a reduction in the risk-based buy rate exceeding limits set forth in Fifth Third’s established policies and procedures; (2) eliminate Dealer Discretion in the transaction; and (3) be documented by identifying within Fifth Third’s systems, the institution offering the competitive rate and the rate offered.

Option Two:

d. Fifth Third will limit Dealer Discretion in setting the contract rate to one hundred and twenty-five (125) basis points for retail installment contracts with terms of sixty (60) months or less, and one hundred (100) basis points for retail installment contracts with terms greater than sixty (60) months. Fifth Third is not precluded from including in its compensation policies an additional nondiscretionary component of dealer compensation consistent with applicable laws and subject to the non-objection of the DOJ and the Fair Lending Director. Fifth Third may provide entirely nondiscretionary dealer compensation to some dealers (consistent with subparagraph h of Option Three, described below) while it provides discretionary compensation to other dealers consistent with Option Two, so long as all loans purchased from a particular dealer are compensated using only one of the two compensation systems.

i. Fifth Third shall establish a pre-set rate of dealer participation ( i.e. , additional interest above the risk-based buy rate) that Fifth Third will require dealers to include in all credit offers that the dealer extends to customers (“Standard Dealer Participation Rate”), such that:

The Standard Dealer Participation Rate cannot exceed one hundred and twenty-five (125) basis points for retail installment contracts with terms of sixty (60) months or less, and one hundred (100) basis points for retail installment contracts with terms greater than sixty (60) months.

Fifth Third may allow dealers to include a single, set lower dealer participation rate than the Standard Dealer Participation Rate for particular loan types and/or channels or for all loans purchased from a particular dealership.

Fifth Third may allow dealers to include a lower dealer participation rate than the Standard Dealer Participation Rate based on a lawful exception pursuant to the fair lending policies and procedures as set forth below, and subject to the dealer’s agreement to abide by the policies and maintain required documentation.

ii. To the extent Fifth Third allows exceptions to the Standard Dealer Participation Rate, to ensure consistency with the requirements of the ECOA, Fifth Third shall establish policies and procedures for those exceptions subject to the non-objection of the DOJ and the Fair Lending Director. The DOJ and the Bureau recommend that the policies and procedures for such exceptions include the following elements:

Granting Exceptions: Policies and procedures that specifically define the circumstances when Fifth Third allows downward departures from the Standard Dealer Participation Rate.

Documenting Exceptions: Policies and procedures that require on a loan-by-loan basis, documentation appropriate for each specific exception that is, at a minimum, sufficient to effectively monitor compliance with the exceptions policies. Such documentation should be sufficient not only to explain the basis for granting any exception to the Standard Dealer Participation Rate, but also to provide details and/or documentation of the particular circumstances of the exception.

Record Retention: Policies and procedures for documentation retention requirements that, at a minimum, comply with the requirements of Regulation B.

e. Fifth Third will develop and maintain a compliance management system to monitor dealer compliance with setting contracts at the Standard Dealer Participation Rate and any exceptions thereto to ensure they comply with the conditions for exceptions to the Standard Dealer Participation Rate. This will include:

i. Training dealers on Fifth Third’s exceptions policies and procedures;

ii. Regular monitoring of dealers’ exceptions to the Standard Dealer Participation Rate, including documentation of those exceptions;

iii. Periodic audits for compliance with all policies and procedures relevant to granting exceptions to the Standard Dealer Participation Rate and to test for and identify fair lending risk; and

iv. Appropriate corrective action for a dealer’s noncompliance with Fifth Third’s exceptions policies and procedures, culminating in the restriction or elimination of dealers’ ability to exercise discretion in setting a consumer’s contract rate or exclusion of dealers from future transactions with Fifth Third.

f. Fifth Third will maintain general compliance management systems reasonably designed to assure compliance with all relevant federal consumer financial laws, including ECOA. With respect to monitoring Dealer Discretion for compliance with ECOA, Fifth Third, in addition to the monitoring set forth in paragraph (e)(iv) above, must, at a minimum:

ii. Monitor for compliance with Dealer Discretion limits.

g. Fifth Third shall submit data on its indirect auto lending portfolio to the DOJ and the Fair Lending Director, at their request, semiannually for analysis and monitoring.

Option Three:

h. Fifth Third will maintain policies that do not allow dealers any discretion to set the contract rate subject to the non-objection of the DOJ and the Fair Lending Director.

i. Fifth Third will maintain general compliance management systems reasonably designed to assure compliance with all relevant federal consumer financial laws, including ECOA. This will include Fifth Third sending annual notices to all dealers explaining ECOA, stating Fifth Third’s expectation with respect to ECOA compliance, and articulating the dealer’s obligation to price retail installment contracts in a non-discriminatory manner.

j. Fifth Third will not have to review or remunerate for prohibited basis disparities in dealer markup resulting from Dealer Discretion in setting the contract rate, because there is no such discretion. Fifth Third will not have to maintain a compliance management system to monitor dealer exceptions because dealers do not have such discretion.

VI. ROLE OF THE BOARD OF DIRECTORS

3. The Compliance Committee must review all submissions (including plans, reports, programs, policies, and procedures) required by this Consent Order prior to submission to the DOJ and the Fair Lending Director.

4. Although this Consent Order requires Fifth Third to submit certain documents for review or non-objection by the DOJ and the Fair Lending Director,

the Board will have the ultimate responsibility for proper and sound oversight of Fifth Third and for ensuring that Fifth Third complies with federal consumer financial law and this Consent Order.

5. In each instance in this Consent Order that requires the Board or Compliance Committee to ensure adherence to, or perform certain obligations of Fifth Third, the Board or Compliance Committee must:

a. Authorize and adopt whatever actions are necessary for Fifth Third to fully comply with this Consent Order;

b. Require timely reporting by management to the Board or Compliance Committee on the status of compliance obligations; and

c. Require timely and appropriate corrective action to remedy any failure to comply with the Board or Compliance Committee directives related to this Section.

6. The Board will ensure that the Compliance Committee consists of at least three (3) members, at least one of whom shall be a member of Fifth Third’s Board of Directors and shall report directly to the Board. Within twenty (20) days of the Effective Date, Fifth Third shall provide in writing to the DOJ and the Fair Lending Director the name of each member of the Compliance Committee. In the event of any change in membership, the Board shall submit the name of any new member in writing to the DOJ and the Fair Lending Director within thirty (30) days of such a change.

7. Until the termination of this Consent Order, the Compliance Committee shall be responsible for monitoring and coordinating Fifth Third’s adherence to the provisions of this Consent Order. The Compliance Committee shall meet at least every other month, and shall maintain minutes of its meetings.

VII. MONETARY PROVISIONS

A.	Settlement Fund

8. Subject to the credit discussed below, Fifth Third is required to pay eighteen million dollars ($18,000,000.00) in redress to Affected Consumers who were overcharged. Within thirty (30) days of the Effective Date, Fifth Third shall deposit into an interest-bearing escrow account twelve million dollars ($12,000,000.00), for the purpose of providing redress to Affected Consumers who were overcharged as required by this Section. Fifth Third shall provide written verification of the deposit to the DOJ and the Bureau within five (5) business days of depositing the funds described in this paragraph. This, plus any amount added pursuant to paragraph 9 below, will constitute the Settlement Fund. Any interest that accrues will become part of the Settlement Fund and will be utilized and disposed of as set forth herein. Any taxes, costs, or other fees incurred by the Settlement Fund shall be paid by Fifth Third.

9. Based on a determination made by the DOJ and the Fair Lending Director, Fifth Third shall receive a credit of no less than five million dollars ($5,000,000.00) and no more than six million dollars ($6,000,000.00) for remediation it has already provided to Affected Consumers. If the DOJ and the Fair Lending Director determine that the credit is less than six million dollars ($6,000,000.00), Fifth Third shall deposit an additional amount of up to one million dollars ($1,000,000.00) into the Settlement Fund, based on the Fair Lending Director’s and the DOJ’s determination, such that the total amount of redress is eighteen million dollars ($18,000,000.00).

10. Within thirty (30) days of the Effective Date, Fifth Third shall identify a proposed Settlement Administrator (“Administrator”), who shall be subject to the non-objection of the Fair Lending Director and the DOJ. Within thirty (30) days of an Administrator’s selection, Fifth Third shall, subject to the non-objection of the

Fair Lending Director and the DOJ to its terms, execute a contract with the Administrator to conduct the activities set forth in paragraphs 12 through 20. Fifth Third shall bear all costs and expenses of the Administrator. The Administrator’s contract shall require the Administrator to comply with the provisions of this Consent Order as applicable to the Administrator and shall require it to work cooperatively with Fifth Third, the DOJ, and the Bureau in the conduct of its activities, including reporting regularly and providing all reasonably requested information to the DOJ and the Fair Lending Director. The contract with the Administrator shall require the Administrator to comply with all confidentiality and privacy restrictions applicable to the party who supplied information and data to the Administrator.

11. In the event that the DOJ or the Fair Lending Director have reason to believe that the Administrator is not materially complying with the terms of the contract with the Administrator, they shall provide written notice to Fifth Third detailing the noncompliance. Within fourteen (14) days, Fifth Third shall present for review and determination of non-objection a course of action to effectuate the Administrator’s material compliance with the terms of the contract with the Administrator.

12. The contract with the Administrator shall require the Administrator, as part of its operations, to establish cost-free means for Affected Consumers to contact it, including an email address, a website, a toll-free telephone number, and means for persons with disabilities to communicate effectively. The contract with the Administrator shall require the Administrator to make all reasonable efforts to provide effective translation services to Affected Consumers, including but not limited to providing live English and foreign-language-speaking operators to speak to Affected Consumers who call the toll-free telephone number and request a live operator, and providing foreign language interpretations and translations for communications with Affected Consumers.

13. The DOJ and the Fair Lending Director shall request from Fifth Third information and data the DOJ and the Fair Lending Director reasonably believe will assist in identifying Affected Consumers and determining any monetary and other damages, including but not limited to a database of all retail installment contracts booked by Fifth Third during the Relevant Period and all data variables the Bureau obtained during its investigation. Within ninety (90) days of the Effective Date, Fifth Third shall supply the requested information and data.

14. The DOJ and the Fair Lending Director shall jointly provide to the Administrator and Fifth Third a list of retail installment contracts with consumers that the DOJ and the Fair Lending Director have determined are eligible to receive monetary relief pursuant to this Consent Order after receipt of all the information and data they requested pursuant to paragraph 13. The total amount of the Settlement Fund shall not be altered based on the number of listed retail installment contracts.

15. Within thirty (30) days after the date the DOJ and the Fair Lending Director provide the list of retail installment contracts referenced in paragraph 14, Fifth Third will provide to the DOJ, the Fair Lending Director, and the Administrator the name, most recent mailing address in its servicing records, Social Security number, and other information as requested for the primary borrower and each co-borrower (if any) on each listed retail installment contract (“Identified Borrowers”). Such information and data shall be used by the DOJ, the Bureau, and the Administrator only for the law enforcement purposes of implementing the Consent Order. The total amount of the Settlement Fund shall not be altered based on the number of Identified Borrowers.

16. After receipt of all the information required to be provided by paragraph 15, the DOJ and the Fair Lending Director shall provide Fifth Third and the Administrator with the initial estimate of the amount each Identified Borrower will receive from the Settlement Fund. No individual, agency, or entity may request that any court, the DOJ, the Bureau, Fifth Third, or the Administrator review the selection of Identified Borrowers or the amount to be received. The total amount of the Settlement Fund shall not be altered based on the amounts that Identified Borrowers receive.

17. The contract with the Administrator shall require the Administrator to adopt effective methods, as requested by the DOJ and the Fair Lending Director, to confirm the identities and eligibility of Identified Borrowers and provide to the DOJ and the Fair Lending Director a list of Identified Borrowers whose identities and eligibility have been confirmed (“Confirmed Borrowers”) within two hundred and seventy (270) days from the date the DOJ and the Fair Lending Director provide the information described in paragraph 16.

18. Within sixty (60) days after the date the Administrator provides to the DOJ and the Fair Lending Director the list of Confirmed Borrowers, the DOJ and the Fair Lending Director shall provide to the Administrator a list containing the final payment amount for each Confirmed Borrower. The total amount of the Settlement Fund shall not be altered based on the number of Confirmed Borrowers or the amounts they receive. No individual, agency, or entity may request that any court, the DOJ, the Bureau, Fifth Third, or the Administrator review the final payment amounts.

19. The contract with the Administrator shall require the Administrator to deliver payment to each Confirmed Borrower in the amount determined by the DOJ and the Fair Lending Director as described in paragraph 18 within forty-five (45) days. The contract with the Administrator shall also require the Administrator

to further conduct a reasonable search for a current address and redeliver any payment that is returned to the Administrator as undeliverable, or not deposited within six (6) months.

20. The contract with the Administrator shall require the Administrator to maintain the cost-free means for consumers to contact it described in paragraph 12 and finalize distribution of the final payments described in paragraphs 18 and 19 within twelve (12) months from the date the DOJ and the Fair Lending Director provide the list of final payment amounts to the Administrator in accordance with paragraph 18. Confirmed Borrowers shall have until that date to request reissuance of payments that have not been deposited.

21. The details regarding administration of the Settlement Fund set forth in paragraphs 12 through 20 can be modified by agreement of the DOJ, the Fair Lending Director, and Fifth Third. Payments from the Settlement Fund to Confirmed Borrowers collectively shall not exceed the amount of the Settlement Fund, including accrued interest and any additional payment required under paragraph 9.

22. Fifth Third will not be entitled to a set-off, or any other reduction, of the amount of final payments to Confirmed Borrowers because of any debts owed by the Confirmed Borrowers. Fifth Third also will not refuse to make a payment based on a release of legal claims or account modification previously signed by any Confirmed Borrowers.

23. All money in the Settlement Fund not distributed to Confirmed Borrowers shall be distributed by the Administrator to one or more organizations that provide services, including credit counseling, financial literacy, and other related programs, targeted to African-American or Hispanic borrowers (“Qualified Organization”). Before selecting the Qualified Organization(s), Fifth Third will (1) obtain proposals from the Organization(s) on how the funds will be used

consistent with the above-stated purpose, and (2) submit selected proposals from the Organization(s), and the proposed amount of funds each Organization would receive, to the DOJ and the Bureau within thirty (30) days of the date that the Administrator completes the delivery of the payments under paragraph 19. The DOJ shall consult with the Bureau in providing its non-objection to Fifth Third’s proposal and shall respond to Fifth Third’s proposal within thirty (30) days of the submission. Fifth Third and the DOJ, in consultation with the Bureau, may request modification of an Organization’s proposal before approving the Organization(s). Qualified Organization(s) must not be affiliated with Fifth Third, Fifth Third’s parent, or any affiliated entity of Fifth Third’s parent.

24. The parties shall obtain the Court’s approval of the selection of the Qualified Organization(s) and the amount to be distributed to each Qualified Organization prior to distribution as provided by paragraph 23. Within fifteen (15) days after the DOJ’s non-objection to the Qualified Organization(s), the parties shall move the Court to authorize the distribution of the funds. The parties shall provide the Court with information regarding how the Qualified Organization(s) meet the requirements set forth in paragraph 23.

25. Within one (1) year after the funds are distributed and every year thereafter until the funds are exhausted, Fifth Third shall require each Qualified Organization to submit to Fifth Third a report detailing that funds are utilized for the purposes identified in paragraph 23. Fifth Third shall submit those reports to the DOJ and the Bureau within thirty (30) days of receiving them. For any Qualified Organization that does not provide such a report, Fifth Third shall require that the funds be returned to the Administrator for redistribution to the other Organization(s) approved to receive funds.

B.	Additional Monetary Provisions

26. In the event of any default on Fifth Third’s obligations to make payment under this Consent Order, interest, computed under 28 U.S.C. § 1961, as amended, will accrue on any outstanding amounts not paid from the date of default to the date of payment, and will immediately become due and payable.

27. Fifth Third must relinquish all dominion, control, and title to the funds paid to the fullest extent permitted by law and no part of the funds may be returned to Fifth Third.

28. Under 31 U.S.C. § 7701, Fifth Third, unless it already has done so, must furnish to the DOJ and the Fair Lending Director its taxpayer identifying numbers, which may be used for purposes of collecting and reporting on any delinquent amount arising out of this Consent Order.

29. Within thirty (30) days of the entry of a final judgment, consent order, or settlement in a Related Consumer Action, Fifth Third must notify the DOJ and the Fair Lending Director of the final judgment, consent order, or settlement in writing. That notification must indicate the amount of redress, if any, that Fifth Third paid or is required to pay to consumers and describe the consumers or classes of consumers to whom that redress has been or will be paid.

VIII. ADMINISTRATIVE PROVISIONS

A.	Reporting Requirements

30. Fifth Third must notify the DOJ and the Fair Lending Director of any development that may affect compliance obligations arising under this Consent Order, including but not limited to, a dissolution, assignment, sale, merger, or other action that would result in the emergence of a successor company; the creation or dissolution of a subsidiary, parent, or affiliate that engages in any acts or practices subject to this Consent Order; the filing of any bankruptcy or insolvency proceeding by or against Fifth Third; or a change in Fifth Third’s name or address.

Fifth Third must provide this notice as soon as practicable after learning about the development, but in any case at least thirty (30) days before the development is finalized.

31. Within ten (10) business days of the Effective Date, Fifth Third must:

a. Designate at least one telephone number and email, physical, and postal address as points of contact, which the DOJ and the Bureau may use to communicate with Fifth Third regarding this Consent Order;

b. Identify all indirect auto lending businesses for which Fifth Third is the majority owner, or that Fifth Third directly or indirectly controls, by all of their names, telephone numbers, and physical, postal, email, and Internet addresses;

c. Describe the activities of each such business, including the products and services offered, and the means of advertising, marketing, and sales.

d. Fifth Third must report any change in the information required to be submitted under this Section (paragraphs 30 to 32) as soon as practicable, but in any case at least thirty (30) days before the change.

32. Within one hundred and eighty (180) days of the Effective Date, and every one hundred and eighty (180) days thereafter until the termination of this Consent Order, Fifth Third must submit to the DOJ and the Fair Lending Director an accurate written Compliance Progress Report, which has been approved by the Board. Each Report shall provide a complete account of Fifth Third’s actions to comply with each requirement of the Consent Order during the previous six (6) months, an objective assessment of the extent to which each quantifiable obligation was met, an explanation of why any particular component fell short of meeting its goal for the previous six (6) months, and any recommendation for additional actions to achieve the goals of the Consent Order.

B.	Order Distribution and Acknowledgment

33. Within thirty (30) days of the Effective Date, Fifth Third must deliver a copy of this Consent Order to each of its Board members and Executive Officers.

34. Until the termination of this Consent Order, Fifth Third must deliver a copy of this Consent Order to any business entity resulting from any change in structure referred to in Section A and any future Board Members and Executive Officers within thirty (30) days after they assume their responsibilities.

35. Fifth Third must secure a signed and dated statement acknowledging receipt of a copy of this Consent Order, ensuring that any electronic signatures comply with the requirements of the E-Sign Act, 15 U.S.C. § 7001 et seq. , within thirty (30) days of delivery, from all persons receiving a copy of this Consent Order pursuant to this Section.

C.	Recordkeeping

36. Fifth Third must create and/or retain for at least three (3) years from the Effective Date the following business records:

a. All documents and records necessary to demonstrate full compliance with each provision of this Consent Order, including but not limited to, reports submitted to the DOJ and the Fair Lending Director and all documents and records pertaining to redress, as set forth in paragraphs 8 through 25 above;

b. All documents and records pertaining to the Monetary Provisions and administration, described in Section VII above; and

c. All written consumer complaints related to Fifth Third’s retail installment contracts alleging discrimination by Fifth Third (whether received directly or indirectly, such as through a third party), and any responses to those written complaints or requests.

37. All business records created or retained pursuant to this Section shall be retained at least until the termination of this Consent Order, and shall be made

available upon the DOJ’s or the Fair Lending Director’s request to DOJ representatives or Bureau representatives, respectively, within sixty (60) days of a request.

D.	Modifications to Non-Material Requirements

38. Fifth Third may seek a modification to non-material requirements of this Consent Order ( e.g ., reasonable extensions of time and changes to reporting requirements) by submitting a written request to the DOJ and the Fair Lending Director.

39. The DOJ may, in its discretion, modify any non-material requirements of this Consent Order ( e.g ., reasonable extensions of time and changes to reporting requirements) if the DOJ determines good cause justifies the modification. Any such modification by the DOJ must be in writing.

E.	Notices

40. Unless otherwise directed in writing by a DOJ or a Bureau representative, all submissions, requests, communications, consents, or other documents relating to this Consent Order shall be in writing and sent as follows:

To the DOJ:

Chief

Housing and Civil Enforcement Section

Civil Rights Division

U.S. Department of Justice

1800 G Street NW, Suite 7002

Washington, DC 20006

Attn: DJ 188-58-12, United States v. Fifth Third Bank

By contemporaneous email to lucy.carlson@usdoj.gov

To the Fair Lending Director:

By overnight courier (not the U.S. Postal Service), as follows:

Fair Lending Director

Consumer Financial Protection Bureau

ATTENTION: Vincent Herman

1625 Eye Street, N.W.

Washington, DC 20006

The subject line shall begin:

In re Fifth Third Bank , dated September 28, 2015; or

By first-class mail to the below address and contemporaneously by email to vincent.herman@cfpb.gov

Fair Lending Director

Consumer Financial Protection Bureau

ATTENTION: Vincent Herman

1700 G Street, N.W.

Washington, DC 20552

The subject line shall begin:

In re Fifth Third Bank , dated September 28, 2015

To Defendant:

Andrea Mitchell

Partner

BuckleySandler LLP

1250 24 ^th Street, N.W.

Washington, DC 20037

Tel.: (202) 349-8000

Fax: (202) 349-8080

amitchell@buckleysandler.com

F.	Other Provisions

41. Except as provided in paragraph 42 and 44, the provisions of this Consent Order do not bar, estop, or otherwise prevent the DOJ, or any other governmental agency, from taking any other action against Fifth Third.

42. The DOJ releases and discharges Fifth Third from all potential liability for all ECOA claims of the United States Attorney General for discriminating on the basis of race or national origin that have been or might have been asserted by the United States Attorney General based on the practices described in the Complaint, to the extent such practices occurred prior to the Effective Date, and are known to the DOJ as of the Effective Date. Notwithstanding the foregoing, the practices alleged in the Complaint may be utilized by the DOJ in future enforcement actions against Fifth Third and its affiliates, including without limitation, to establish a pattern or practice of violations or the continuation of a pattern or practice of violations. This release shall not preclude or affect any right of the DOJ to determine and ensure compliance with the terms and provisions of this Consent Order, or to seek penalties for any violations thereof.

43. Fifth Third may request to modify the compliance management program required by this Consent Order (as described in the Options set forth in

Section V) when the modification is based upon a change in circumstances that has arisen during the pendency of this Consent Order, including but not limited to any amendment to the statutory or regulatory regime applicable to dealer markup and compensation policies, or the adoption of a materially different dealer compensation policy by lenders comprising a majority of the auto loan market. Any such request to modify the compliance plan is subject to the DOJ’s and the Fair Lending Director’s review and determination that the modified compliance management program eliminates or substantially reduces Dealer Discretion, and determination of non-objection.

44. This Consent Order will terminate three (3) years from the Effective Date. The Consent Order will remain effective and enforceable until such time, except to the extent that any provisions of this Consent Order have been amended, suspended, waived, or terminated in writing by the DOJ. The DOJ will not pursue any potential violations of ECOA against, or seek consumer remuneration from, Fifth Third for conduct undertaken with respect to Dealer Discretion that is both pursuant to and consistent with this Consent Order during the term of the Consent Order.

45. Calculation of time limitations will run from the Effective Date and be based on calendar days, unless otherwise noted.

46. This Consent Order is enforceable only by the parties. No person or entity is intended to be a third party beneficiary of the provisions of this Consent Order for purposes of any civil, criminal, or administrative action, and accordingly, no person or entity may assert a claim or right as a beneficiary or protected class under this Consent Order.

47. Each party to this Consent Order shall bear its own costs and attorney’s fees associated with this litigation.

48. The DOJ and Fifth Third agree that, as of the Effective Date, litigation is not “reasonably foreseeable” concerning the matters described above. To the extent that the DOJ or Fifth Third previously implemented a litigation hold to preserve documents, electronically stored information, or things related to the matters described above, it is no longer required to maintain such litigation hold. Nothing in this paragraph relieves the DOJ or Defendant of any other obligations imposed by this Consent Order.

49. To the extent that a specific action by Fifth Third is required both by this Consent Order and any Consent Order issued by the Bureau in the administrative proceeding styled In the Matter of Fifth Third Bank, filed on or about September 28, 2015, action by Fifth Third that satisfies a requirement under any such consent order will satisfy that same requirement under this Consent Order.

50. The Court shall retain jurisdiction for the duration of this Consent Order to enforce its terms, after which time the case shall be dismissed with prejudice.

SO ORDERED, this day of , .

UNITED STATES DISTRICT JUDGE

The undersigned hereby apply for and consent to the entry of the Order:

September 28, 2015

For the United States:



CARTER M. STEWART				VANITA GUPTA
United States Attorney				Principal Deputy Assistant
Southern District of Ohio				Attorney General
				Civil Rights Division

				STEVEN H. ROSENBAUM
				Chief
				Civil Rights Division
				Housing and Civil Enforcement Section

				/s/ Lucy G. Carlson
MATTHEW HORWITZ				JON M. SEWARD
Deputy Civil Chief				Deputy Chief
Civil Division
Southern District of Ohio				LUCY CARLSON
221 E. Fourth Street 45202				Trial Attorney
Suite 400				United States Department of Justice
Cincinnati, Ohio 45202				Civil Rights Division
Tel.: (513) 684-3711950				Housing and Civil Enforcement Section
Fax: (513) 684-63865				Pennsylvania Avenue, N.W. – NWB
matthew.horwitz@usdoj.gov				Washington, DC 20530
				Tel.: (202) 305-0017
				Fax: (202) 514-1116
				lucy.carlson@usdoj.gov

For Defendant Fifth Third Bank:

/s/ Kari K. Hall

KARI K. HALL (Bar No. 0076442)

Counsel

BuckleySandler LLP

1250 24 ^th Street, N.W.

Washington, DC 20037

Tel.: (202) 349-8000

Fax: (202) 349-8080

khall@buckleysandler.com

ANDREW SANDLER (pro hac vice motion to be filed)

Partner

BuckleySandler LLP

1250 24 ^th Street, N.W.

Washington, DC 20037

Tel.: (202) 349-8000

Fax: (202) 349-8080

asandler@buckleysandler.com

ANDREA MITCHELL (pro hac vice motion to be filed)

Partner

BuckleySandler LLP

1250 24 ^th Street, N.W.

Washington, DC 20037

Tel.: (202) 349-8000

Fax: (202) 349-8080

amitchell@buckleysandler.com

Exhibit 99.2

UNITED STATES OF AMERICA

CONSUMER FINANCIAL PROTECTION BUREAU

ADMINISTRATIVE PROCEEDING

File No. 2015-CFPB-0024



In the Matter of:				CONSENT ORDER

FIFTH THIRD BANK

The Consumer Financial Protection Bureau (Bureau) conducted a joint investigation with the Civil Rights Division of the Department of Justice (DOJ) of the indirect auto lending activities of Fifth Third Bank (Respondent, as defined below) and Respondent’s compliance with the Equal Credit Opportunity Act (ECOA), 15 U.S.C. §§ 1691-1691f, and its implementing regulation, Regulation B, 12 C.F.R. pt. 1002. The Bureau has identified the following violations: Respondent violated the ECOA and Regulation B by permitting dealers to charge higher interest rates to consumer auto loan borrowers on the basis of race and national origin. The DOJ has alleged the same violations in a civil action filed in the United States District Court for the Southern District of Ohio styled United States of America v. Fifth Third Bank , filed on or about September 28, 2015. The Bureau hereby issues, pursuant to sections 1053 and 1055 of the Consumer Financial Protection Act of 2010 (CFPA), 12 U.S.C. §§ 5563, 5565, this Consent Order (Consent Order) in coordination with the DOJ.

Jurisdiction

The Bureau has jurisdiction to enforce the ECOA pursuant to the CFPA, 12 U.S.C. §§ 5481(12)(D), (14), 5563, 5565 and the ECOA, 15 U.S.C. § 1691c(a)(9).

Stipulation

Respondent has executed a “Stipulation and Consent to the Issuance of a Consent Order,” dated September 28, 2015 (Stipulation), which is incorporated by reference and is accepted by the Bureau. By this Stipulation, Respondent has consented to the issuance of this Consent Order by the Bureau under sections 1053 and 1055 of the CFPA, 12 U.S.C. §§ 5563 and 5565, without admitting or denying any of the findings of fact or conclusions of law, except that Respondent admits the facts necessary to establish the Bureau’s jurisdiction over Respondent and the subject matter of this action.

III

Definitions

The following definitions apply to this Consent Order:

“Affected Consumers” include African-American and Hispanic consumers who entered into a retail installment contract with Respondent during the Relevant Period (as defined in paragraph 3(i), below).

“Board” means Respondent’s duly-elected and acting Board of Directors.

“Compliance Committee” means Respondent’s Special Regulatory Oversight Committee, a joint committee of the Boards of Directors of Fifth Third Bancorp and Fifth Third Bank.

For settlement purposes only; subject to Fed. R. Evid. 408

“Dealer Discretion” means the entire range of dealer deviation from Respondent’s risk-based buy rate, whether exercised by increasing or decreasing the buy rate, such as by altering the interest rate or buying down the rate. “Dealer Discretion” does not include Respondent’s discretion to modify the buy rate. “Dealer Discretion” does not include a dealer’s buying down of the buy rate with respect to all consumers to the extent such special offers are clearly advertised to all consumers.

“Effective Date” means the date on which this Consent Order is issued.

“Executive Officers” means collectively the senior management of Fifth Third Bank, including but not limited to its Principal Executive Officer(s), Principal Financial Officer(s), Chief Risk Officer(s), Treasurer(s), Head of its Consumer Bank, Head of Auto Lending, Chief Credit Officer, Chief Consumer Credit Officer and its Chief Compliance Officer(s).

“Fair Lending Director” means the Assistant Director of the Office of Fair Lending and Equal Opportunity for the Bureau, or his/her delegee.

“Non-objection” means written notification to Respondent that there is not an objection to a proposal by Respondent for a course of action. In the event the Fair Lending Director or the DOJ object to any proposed action by Respondent, the Fair Lending Director and the DOJ shall direct Respondent to make revisions, and Respondent shall make the revisions and resubmit the proposed action within thirty (30) days. Upon notification to Respondent of non-objection, Respondent must implement the course of action within thirty (30) days unless otherwise specified. Respondent cannot make any changes to the course of action without obtaining written notification to Respondent that there is not an objection to Respondent’s proposed change.

“Related Consumer Action” means a private action by or on behalf of one or more consumers or an enforcement action by another governmental agency brought against Respondent based on substantially the same facts as described in Section IV of this Consent Order.

For settlement purposes only; subject to Fed. R. Evid. 408

“Relevant Period” means the period from January 1, 2010 through the Effective Date.

“Respondent” means Fifth Third Bank, and its successors and assigns.

Bureau Findings and Conclusions

The Bureau finds the following:

Respondent is a depository institution owned by Fifth Third Bancorp. Respondent is incorporated in the state of Ohio with its principal place of business in Cincinnati, Ohio. As of June 30, 2015, Respondent had over $139 billion in total assets.

Respondent is a “covered person” as that term is defined by 12 U.S.C. § 5481(6).

As of the second quarter of 2015, Respondent was the ninth largest depository auto loan lender in the United States. Respondent held a 1.3 percent share of the overall auto loan market based on originations, making it the 17th largest auto loan lender overall. The Bureau has supervisory authority over Respondent.

From January 2013 through May 2013, the Bureau conducted an examination covering the Respondent’s indirect auto lending business from 2010 - 2011 for compliance with the ECOA and its implementing regulation, Regulation B.

On March 6, 2014, based on the Bureau’s finding that it had reason to believe Respondent has engaged in a pattern or practice of lending discrimination in violation of Section 701(a) of the ECOA, the Bureau referred the matter to the DOJ pursuant to Section 706(g) of the ECOA and the December 6, 2012 Memorandum of Understanding between the Bureau and the DOJ. The Bureau’s and the DOJ’s joint investigation expanded the examined time period to include the Respondent’s auto loans from 2012 through the first quarter of 2014.

For settlement purposes only; subject to Fed. R. Evid. 408

Each loan application submitted by a dealer is required to comply with the policies, conditions, and requirements that Respondent sets for dealers.

10.

Automobile dealers submit applications to Respondent on behalf of consumers. To determine whether it will fund a loan, and on what terms, Respondent conducts an underwriting process on each loan application submitted by its dealers on behalf of a consumer. For those applications that Respondent approves, Respondent sets a specified “buy rate.” Respondent determines the buy rate using a proprietary underwriting and pricing model that takes into account individual borrowers’ creditworthiness and other objective criteria related to borrower risk. Respondent then communicates that buy rate to the dealer that submitted the application to Respondent. Respondent’s buy rate reflects the minimum interest rate, absent additional discounts or reductions, at which Respondent will finance or purchase a retail installment contract from a dealer.

11.

Respondent maintains a specific policy and practice that provides dealers discretion to mark up a consumer’s interest rate above Respondent’s established risk-based buy rate. The difference between the buy rate and the consumer’s interest rate on the retail installment contract (contract rate) is known as the “dealer markup.” Respondent compensates dealers from the increased interest revenue to be derived from the dealer markup.

12.

During the Relevant Period, Respondent limited the dealer markup to 175-250 basis points with variation based on term, geography, and time period.

13.

Respondent regularly participates in the decision to extend credit by taking responsibility for underwriting, setting the terms of credit by establishing the risk-based buy rate on each application, and communicating those terms to automobile dealers. Respondent influences the credit decision by indicating to automobile dealers whether or not Respondent will purchase retail installment contracts on the terms specified by Respondent.

For settlement purposes only; subject to Fed. R. Evid. 408

14.

Respondent is a creditor within the meaning of the ECOA, 15 U.S.C. § 1691a(e), and Regulation B, 12 C.F.R. § 1002.2( l ).

15.

The Bureau and the DOJ analyzed the dealer markup of the retail installment contracts that Respondent purchased between January 1, 2010 and March 31, 2014. During the time period covered by the analyses, Respondent purchased hundreds of thousands of retail installment contracts, and the Bureau and the DOJ determined that thousands of retail installment contracts that Respondent purchased had African-American and Hispanic borrowers. ¹

16.

The retail installment contracts analyzed by the Bureau and the DOJ did not contain information on the race or national origin of borrowers. To evaluate any differences in dealer markup, the Bureau and the DOJ assigned race and national origin probabilities to applicants. The Bureau and the DOJ employed a proxy methodology that combines geography-based and name-based probabilities, based on public data published by the United States Census Bureau, to form a joint probability using the Bayesian Improved Surname Geocoding (BISG) method. ² The joint race and national origin probabilities obtained through the BISG method were then used directly in the Bureau’s and DOJ’s models to estimate any disparities in dealer markup on the basis of race or national origin.

17.

The Bureau’s and the DOJ’s markup analyses focused on the interest rate difference between each borrower’s contract rate and each borrower’s buy rate set by Respondent. Respondent considers individual borrowers’ creditworthiness and other objective criteria related to borrower risk in setting the buy rate as explained in paragraph 10. The dealer

As used here, “African American” includes “Black or African American” and “Hispanic” includes “Hispanic or Latino,” as defined by the Office of Management and Budget in Revisions to the Standards for the Classification of Federal Data on Race and Ethnicity (Oct. 30, 1997), available at http://www.whitehouse.gov/omb/fedreg_1997standards.

²	See Using Publicly Available Information to Proxy for Unidentified Race and Ethnicity: A Methodology and Assessment (Sept. 17, 2014), available at http://www.consumerfinance.gov/reports/using-publicly-available-information-to-proxy-for-unidentified-race-andethnicity/.

For settlement purposes only; subject to Fed. R. Evid. 408

markups charged by Respondent to consumers are based on dealer discretion and are separate from, and not controlled by, the adjustments for creditworthiness and other objective criteria related to borrower risk that are already reflected in the buy rate. Respondent’s markup policy did not include consideration of these factors. Because the analysis focused on only the difference between each borrower’s contract rate and buy rate, it did not make additional adjustments for creditworthiness or other objective criteria related to borrower risk.

18.

During the time period covered by the analyses, on average, African-American borrowers were charged approximately thirty-five (35) basis points more in dealer markup than similarly-situated non-Hispanic whites for retail installment contracts. These disparities are statistically significant, ³ and these differences are based on race and not based on creditworthiness or other objective criteria related to borrower risk. These disparities mean that thousands of African-American borrowers paid higher markups than the average non-Hispanic white markup and were obligated to pay, on average, over $200 more each in interest than similarly-situated non-Hispanic white borrowers assuming they held their loans for the full term of the contract.

19.

During the time period covered by the analyses, on average, Hispanic borrowers were charged approximately thirty-six (36) basis points more in dealer markup than similarly-situated non-Hispanic whites for retail installment contracts. These disparities are statistically significant, and these differences are based on national origin and not based on creditworthiness or other objective criteria related to borrower risk. These disparities mean that thousands of Hispanic borrowers paid higher markups than the average non-Hispanic white markup and were obligated to pay, on average, over $200 more each in interest than similarly-situated non-Hispanic white borrowers assuming they held their loans for the full term of the contract.

³	Statistical significance is a measure of probability that an observed outcome would not have occurred by chance. As used in this Consent Order, an outcome is statistically significant if the probability that it could have occurred by chance is less than 5%.

For settlement purposes only; subject to Fed. R. Evid. 408

20.

The higher markups that Respondent charged to African-American and Hispanic borrowers are a result of Respondent’s specific policy and practice of allowing dealers to mark up a consumer’s interest rate above Respondent’s established buy rate and then compensating dealers from that increased interest revenue.

21.

Respondent’s specific policy and practice of allowing dealers to mark up a consumer’s interest rate above Respondent’s established buy rate and then compensating dealers from that increased interest revenue continued throughout the entire Relevant Period.

22.

During most of the Relevant Period, Respondent failed to take timely and adequate action to address markup disparities that Respondent had identified across its portfolio of retail installment contracts. As a result, Respondent did not employ adequate controls to prevent discrimination. However, during the course of the Bureau’s and the DOJ’s investigation, the Bank implemented some redress steps that provided relief to approximately 23,000 Affected Consumers.

23.

Respondent’s specific policy and practice of allowing dealers to mark up a consumer’s contract rate above Respondent’s established buy rate and then compensating dealers from that increased interest revenue without adequate controls and monitoring is not justified by legitimate business need and constitutes discrimination against applicants with respect to credit transactions on the basis of race and national origin in violation of the ECOA, 15 U.S.C. § 1691(a)(1), and Regulation B, 12 C.F.R. §§ 1002.4(a), 1002.6(a), 1002.6(b)(9).

For settlement purposes only; subject to Fed. R. Evid. 408

ORDER

Conduct Provisions

IT IS ORDERED , under sections 1053 and 1055 of the CFPA, that:

24.

Respondent and its officers, agents, servants, employees, and attorneys who have actual notice of this Consent Order, whether acting directly or indirectly, may not violate section 701 of the ECOA, 15 U.S.C. § 1691(a)(1), and Regulation B, 12 C.F.R. pt. 1002, by engaging in any act or practice that discriminates on the basis of race or national origin in any aspect of Dealer Discretion in the pricing of automobile loans.

Remedial Action

IT IS FURTHER ORDERED that:

25.

Respondent shall implement a dealer compensation policy conforming with one (1) of the three (3) options detailed below. If a non-objection of the Fair Lending Director and DOJ is required in a chosen option, Respondent shall submit the policy for non-objection within thirty (30) days of the Effective Date. Respondent shall implement the chosen option within the later of (a) one hundred and twenty 120 days after the Effective Date, or (b) thirty (30) days of obtaining any required non-objection. Respondent shall not implement any revised dealer compensation policy until obtaining all non-objections of the Fair Lending Director and the DOJ required by the chosen option.

Option One:

Respondent will limit Dealer Discretion in setting the contract rate to one hundred and twenty-five (125) basis points for retail installment contracts with terms of sixty (60) months or less, and one hundred (100) basis points for retail installment contracts with terms greater than sixty (60) months. Respondent is not precluded

For settlement purposes only; subject to Fed. R. Evid. 408

from including in its compensation policies an additional nondiscretionary component of dealer compensation consistent with applicable laws and subject to the non-objection of the Fair Lending Director and the DOJ. Respondent may provide entirely nondiscretionary dealer compensation to some dealers (consistent with subparagraph h of Option Three, described below) while it provides discretionary compensation to other dealers consistent with Option One, so long as all loans purchased from a particular dealer are compensated using only one of the two compensation systems. ⁴

Send annual notices to all dealers explaining the ECOA, stating Respondent’s expectation with respect to ECOA compliance, and articulating the dealer’s obligation to price retail installment contracts in a non-discriminatory manner.

ii.

Monitor for compliance with Dealer Discretion limits.

Respondent shall submit data on its indirect auto lending portfolio to the Fair Lending Director and the DOJ, at their request, semiannually for analysis and monitoring.

Option Two:

Respondent will limit Dealer Discretion in setting the contract rate to one hundred and twenty-five (125) basis points for retail installment contracts with terms of sixty

⁴

Consistent with the definition of “Dealer Discretion,” Respondent is not precluded from maintaining policies to reduce its risk-based buy rate based on competitive offers ( e.g. , a valid, dealer documented, competitive offer from another financing source) when it is necessary to retain the customer’s transaction. Any such modifications, or “competitive modifiers,” based on such policies shall (1) not result in a reduction in the risk-based buy rate exceeding limits set forth in Respondent’s established policies and procedures; (2) eliminate Dealer Discretion in the transaction; and (3) be documented by identifying within Respondent’s systems, the institution offering the competitive rate and the rate offered.

For settlement purposes only; subject to Fed. R. Evid. 408

(60) months or less, and one hundred (100) basis points for retail installment contracts with terms greater than sixty (60) months. Respondent is not precluded from including in its compensation policies an additional nondiscretionary component of dealer compensation consistent with applicable laws and subject to the non-objection of the Fair Lending Director and the DOJ. Respondent may provide entirely nondiscretionary dealer compensation to some dealers (consistent with subparagraph h of Option Three, described below) while it provides discretionary compensation to other dealers consistent with Option Two, so long as all loans purchased from a particular dealer are compensated using only one of the two compensation systems.

Respondent shall establish a pre-set rate of dealer participation (i.e., additional interest above the risk-based buy rate) that Respondent will require dealers to include in all credit offers that the dealer extends to customers (“Standard Dealer Participation Rate”), such that:

Respondent may allow dealers to include a single, set lower dealer participation rate than the Standard Dealer Participation Rate for particular loan types and/or channels or for all loans purchased from a particular dealership.

Respondent may allow dealers to include a lower dealer participation rate than the Standard Dealer Participation Rate based on a lawful exception pursuant to the fair lending policies and procedures as set forth below, and subject to the dealer’s agreement to abide by the policies and maintain required documentation.

For settlement purposes only; subject to Fed. R. Evid. 408

ii.

To the extent Respondent allows exceptions to the Standard Dealer Participation Rate, to ensure consistency with the requirements of the ECOA, Respondent shall establish policies and procedures for those exceptions subject to the non-objection of the Fair Lending Director and the DOJ. The Bureau and the DOJ recommend that the policies and procedures for such exceptions include the following elements:

Granting Exceptions: Policies and procedures that specifically define the circumstances when Respondent allows downward departures from the Standard Dealer Participation Rate.

Record Retention: Policies and procedures for documentation retention requirements that, at a minimum, comply with the requirements of Regulation B.

Respondent will develop and maintain a compliance management system to monitor dealer compliance with setting contracts at the Standard Dealer Participation Rate and any exceptions thereto to ensure they comply with the conditions for exceptions to the Standard Dealer Participation Rate. This will include:

Training dealers on Respondent’s exceptions policies and procedures;

For settlement purposes only; subject to Fed. R. Evid. 408

ii.

Regular monitoring of dealers’ exceptions to the Standard Dealer Participation Rate, including documentation of those exceptions;

iii.

Periodic audits for compliance with all policies and procedures relevant to granting exceptions to the Standard Dealer Participation Rate and to test for and identify fair lending risk; and

iv.

Appropriate corrective action for a dealer’s noncompliance with Respondent’s exceptions policies and procedures, culminating in the restriction or elimination of dealers’ ability to exercise discretion in setting a consumer’s contract rate or exclusion of dealers from future transactions with Respondent.

Respondent will maintain general compliance management systems reasonably designed to assure compliance with all relevant federal consumer financial laws, including the ECOA. With respect to monitoring Dealer Discretion for compliance with the ECOA, Respondent, in addition to the monitoring set forth in paragraph (e)(iv) above, must, at a minimum:

ii.

Monitor for compliance with Dealer Discretion limits.

Respondent shall submit data on its indirect auto lending portfolio to the Fair Lending Director and the DOJ, at their request, semiannually for analysis and monitoring.

Option Three:

Respondent will maintain policies that do not allow dealers any discretion to set the contract rate subject to the non-objection of the Fair Lending Director and the DOJ.

For settlement purposes only; subject to Fed. R. Evid. 408

Respondent will maintain general compliance management systems reasonably designed to assure compliance with all relevant federal consumer financial laws, including the ECOA. This will include Respondent sending annual notices to all dealers explaining the ECOA, stating Respondent’s expectation with respect to ECOA compliance, and articulating the dealer’s obligation to price retail installment contracts in a non-discriminatory manner.

Respondent will not have to review or remunerate for prohibited basis disparities in dealer markup resulting from Dealer Discretion in setting the contract rate, because there is no such discretion. Respondent will not have to maintain a compliance management system to monitor dealer exceptions because dealers do not have such discretion.

VII

Role of the Board of Directors

IT IS FURTHER ORDERED that:

26.

The Compliance Committee must review all submissions (including plans, reports, programs, policies, and procedures) required by this Consent Order prior to submission to the Fair Lending Director and the DOJ.

27.

Although this Consent Order requires Respondent to submit certain documents for review or non-objection by the Fair Lending Director and the DOJ, the Board will have the ultimate responsibility for proper and sound oversight of Respondent and for ensuring that Respondent complies with federal consumer financial law and this Consent Order.

28.

In each instance in this Consent Order that requires the Board or Compliance Committee to ensure adherence to, or perform certain obligations of Respondent, the Board or Compliance Committee must:

Authorize and adopt whatever actions are necessary for Respondent to fully comply with this Consent Order;

For settlement purposes only; subject to Fed. R. Evid. 408

Require timely reporting by management to the Board or Compliance Committee on the status of compliance obligations; and

Require timely and appropriate corrective action to remedy any failure to comply with the Board or Compliance Committee directives related to this Section.

29.

The Board will ensure that the Compliance Committee consists of at least three (3) members, at least one of whom shall be a member of Respondent’s Board of Directors and shall report directly to the Board. Within twenty (20) days of the Effective Date, Respondent shall provide in writing to the Fair Lending Director and the DOJ the name of each member of the Compliance Committee. In the event of any change in membership, the Board shall submit the name of any new member in writing to the Fair Lending Director and the DOJ within thirty (30) days of such a change.

30.

Until the termination of this Consent Order, the Compliance Committee shall be responsible for monitoring and coordinating Respondent’s adherence to the provisions of this Consent Order. The Compliance Committee shall meet at least every other month, and shall maintain minutes of its meetings.

MONETARY PROVISIONS

VIII

Order to Pay Redress

IT IS FURTHER ORDERED that:

31.

Subject to the credit discussed below, Respondent is required to pay eighteen million dollars ($18,000,000.00) in redress to Affected Consumers who were overcharged. Within thirty (30) days of the Effective Date, Respondent shall deposit into an interest-bearing escrow account twelve million dollars ($12,000,000.00), for the purpose of

For settlement purposes only; subject to Fed. R. Evid. 408

providing redress to Affected Consumers who were overcharged as required by this Section. Respondent shall provide written verification of the deposit to the Bureau and the DOJ within five (5) business days of depositing the funds described in this paragraph. This, plus any amount added pursuant to paragraph 32 below, will constitute the Settlement Fund. Any interest that accrues will become part of the Settlement Fund and will be utilized and disposed of as set forth herein. Any taxes, costs, or other fees incurred by the Settlement Fund shall be paid by Respondent.

32.

Based on a determination made by the Fair Lending Director and the DOJ, Respondent shall receive a credit of no less than five million dollars ($5,000,000.00) and no more than six million dollars ($6,000,000.00) for remediation it has already provided to Affected Consumers. If the Bureau and the Fair Lending Director determine that the credit is less than six million dollars ($6,000,000.00), Respondent shall deposit an additional amount of up to one million dollars ($1,000,000.00) into the Settlement Fund, based on the Fair Lending Director’s and the DOJ’s determination, such that the total amount of redress is eighteen million dollars ($18,000,000.00).

33.

Within thirty (30) days of the Effective Date, Respondent shall identify a proposed Settlement Administrator (“Administrator”), who shall be subject to the non-objection of the Fair Lending Director and the DOJ. Within thirty (30) days of an Administrator’s selection, Respondent shall, subject to the non-objection of the Fair Lending Director and the DOJ to its terms, execute a contract with the Administrator to conduct the activities set forth in paragraphs 35 through 43. Respondent shall bear all costs and expenses of the Administrator. The Administrator’s contract shall require the Administrator to comply with the provisions of this Consent Order as applicable to the Administrator and shall require it to work cooperatively with Respondent, the Bureau, and the DOJ in the conduct of its activities, including reporting regularly and providing all reasonably requested information to the Fair Lending Director and the DOJ. The contract with the

For settlement purposes only; subject to Fed. R. Evid. 408

Administrator shall require the Administrator to comply with all confidentiality and privacy restrictions applicable to the party who supplied information and data to the Administrator.

34.

In the event that the Fair Lending Director or the DOJ have reason to believe that the Administrator is not materially complying with the terms of the contract with the Administrator, they shall provide written notice to Respondent detailing the noncompliance. Within fourteen (14) days, Respondent shall present for review and determination of non-objection a course of action to effectuate the Administrator’s material compliance with the terms of the contract with the Administrator.

35.

The contract with the Administrator shall require the Administrator, as part of its operations, to establish cost-free means for Affected Consumers to contact it, including an email address, a website, a toll-free telephone number, and means for persons with disabilities to communicate effectively. The contract with the Administrator shall require the Administrator to make all reasonable efforts to provide effective translation services to Affected Consumers, including but not limited to providing live English and foreign-language-speaking operators to speak to Affected Consumers who call the toll-free telephone number and request a live operator, and providing foreign language interpretations and translations for communications with Affected Consumers.

36.

The Fair Lending Director and the DOJ shall request from Respondent information and data the Fair Lending Director and the DOJ reasonably believe will assist in identifying Affected Consumers and determining any monetary and other damages, including but not limited to a database of all retail installment contracts booked by Respondent during the Relevant Period and all data variables the Bureau obtained during its investigation. Within ninety (90) days of the Effective Date, Respondent shall supply the requested information and data.

For settlement purposes only; subject to Fed. R. Evid. 408

37.

The Fair Lending Director and the DOJ shall jointly provide to the Administrator and Respondent a list of retail installment contracts with consumers that the Fair Lending Director and the DOJ have determined are eligible to receive monetary relief pursuant to this Consent Order after receipt of all the information and data they requested pursuant to paragraph 36. The total amount of the Settlement Fund shall not be altered based on the number of listed retail installment contracts.

38.

Within thirty (30) days after the date the Fair Lending Director and the DOJ provide the list of retail installment contracts referenced in paragraph 37, Respondent will provide to the Fair Lending Director, the DOJ, and the Administrator the name, most recent mailing address in its servicing records, Social Security number, and other information as requested for the primary borrower and each co-borrower (if any) on each listed retail installment contract (“Identified Borrowers”). Such information and data shall be used by the Bureau, the DOJ, and the Administrator only for the law enforcement purposes of implementing the Consent Order. The total amount of the Settlement Fund shall not be altered based on the number of Identified Borrowers.

39.

After receipt of all the information required to be provided by paragraph 38, the Fair Lending Director and the DOJ shall provide Respondent and the Administrator with the initial estimate of the amount each Identified Borrower will receive from the Settlement Fund. No individual, agency, or entity may request that any court, the Bureau, the DOJ, Respondent, or the Administrator review the selection of Identified Borrowers or the amount to be received. The total amount of the Settlement Fund shall not be altered based on the amounts that Identified Borrowers receive.

40.

The contract with the Administrator shall require the Administrator to adopt effective methods, as requested by the Fair Lending Director and the DOJ, to confirm the identities and eligibility of Identified Borrowers and provide to the Fair Lending Director and the DOJ a list of Identified Borrowers whose identities and eligibility have been confirmed (“Confirmed Borrowers”) within two hundred and seventy (270) days from the date the Fair Lending Director and the DOJ provide the information described in paragraph 39.

For settlement purposes only; subject to Fed. R. Evid. 408

41.

Within sixty (60) days after the date the Administrator provides to the Fair Lending Director and the DOJ the list of Confirmed Borrowers, the Fair Lending Director and the DOJ shall provide to the Administrator a list containing the final payment amount for each Confirmed Borrower. The total amount of the Settlement Fund shall not be altered based on the number of Confirmed Borrowers or the amounts they receive. No individual, agency, or entity may request that any court, the Bureau, the DOJ, Respondent, or the Administrator review the final payment amounts.

42.

The contract with the Administrator shall require the Administrator to deliver payment to each Confirmed Borrower in the amount determined by the Fair Lending Director and the DOJ as described in paragraph 41 within forty-five (45) days. The contract with the Administrator shall also require the Administrator to further conduct a reasonable search for a current address and redeliver any payment that is returned to the Administrator as undeliverable, or not deposited within six (6) months.

43.

The contract with the Administrator shall require the Administrator to maintain the cost-free means for consumers to contact it described in paragraph 35 and finalize distribution of the final payments described in paragraphs 41 and 42 within twelve (12) months from the date the Fair Lending Director and the DOJ provide the list of final payment amounts to the Administrator in accordance with paragraph 41. Confirmed Borrowers shall have until that date to request reissuance of payments that have not been deposited.

44.

The details regarding administration of the Settlement Fund set forth in paragraphs 35 through 43 can be modified by agreement of the Fair Lending Director, the DOJ, and Respondent. Payments from the Settlement Fund to Confirmed Borrowers collectively shall not exceed the amount of the Settlement Fund (including any additional payment required under paragraph 32), including accrued interest.

For settlement purposes only; subject to Fed. R. Evid. 408

45.

Respondent will not be entitled to a set-off, or any other reduction, of the amount of final payments to Confirmed Borrowers because of any debts owed by the Confirmed Borrowers. Respondent also will not refuse to make a payment based on a release of legal claims or account modification previously signed by any Confirmed Borrowers.

46.

Upon the Administrator’s completion of the distribution of funds to Confirmed Borrowers, and in the event that funds remain after the Respondent provides redress to Confirmed Borrowers as set forth in paragraph 42, distribution of any and all remaining money shall be subject to Court approval in accordance with paragraphs 23-25 of any Consent Order entered by the United States District Court for the Southern District of Ohio in the civil action styled United States of America v. Fifth Third Bank , filed on or about September 28, 2015, and if still remaining, deposited in the U.S. Treasury as disgorgement.

Additional Monetary Provisions

IT IS FURTHER ORDERED that :

47.

In the event of any default on Respondent’s obligations to make payment under this Consent Order, interest, computed under 28 U.S.C. § 1961, as amended, will accrue on any outstanding amounts not paid from the date of default to the date of payment, and will immediately become due and payable.

48.

Respondent must relinquish all dominion, control, and title to the funds paid to the fullest extent permitted by law and no part of the funds may be returned to Respondent.

49.

Under 31 U.S.C. § 7701, Respondent, unless it already has done so, must furnish to the Fair Lending Director and the DOJ its taxpayer identifying numbers, which may be used for purposes of collecting and reporting on any delinquent amount arising out of this Consent Order.

50.

Within thirty (30) days of the entry of a final judgment, consent order, or settlement in a Related Consumer Action, Respondent must notify the Fair Lending Director and the DOJ of the final judgment, consent order, or settlement in writing. That notification must indicate the amount of redress, if any, that Respondent paid or is required to pay to consumers and describe the consumers or classes of consumers to whom that redress has been or will be paid.

For settlement purposes only; subject to Fed. R. Evid. 408

COMPLIANCE PROVISIONS

Reporting Requirements

IT IS FURTHER ORDERED that:

51.

Respondent must notify the Fair Lending Director and DOJ of any development that may affect compliance obligations arising under this Consent Order, including but not limited to, a dissolution, assignment, sale, merger, or other action that would result in the emergence of a successor company; the creation or dissolution of a subsidiary, parent, or affiliate that engages in any acts or practices subject to this Consent Order; the filing of any bankruptcy or insolvency proceeding by or against Respondent; or a change in Respondent’s name or address. Respondent must provide this notice as soon as practicable after learning about the development, but in any case at least thirty (30) days before the development is finalized.

52.

Within ten (10) business days of the Effective Date, Respondent must:

Designate at least one telephone number and email, physical, and postal address as points of contact, which the Bureau and the DOJ may use to communicate with Respondent regarding this Consent Order;

For settlement purposes only; subject to Fed. R. Evid. 408

Identify all indirect auto lending businesses for which Respondent is the majority owner, or that Respondent directly or indirectly controls, by all of their names, telephone numbers, and physical, postal, email, and Internet addresses;

Describe the activities of each such business, including the products and services offered, and the means of advertising, marketing, and sales.

Respondent must report any change in the information required to be submitted under this Section (paragraphs 51 to 53) as soon as practicable, but in any case at least thirty (30) days before the change.

53.

Within one hundred and eighty (180) days of the Effective Date, and every one hundred and eighty (180) days thereafter until the termination of this Consent Order, Respondent must submit to the Fair Lending Director and the DOJ an accurate written Compliance Progress Report, which has been approved by the Board. Each Report shall provide a complete account of Respondent’s actions to comply with each requirement of the Consent Order during the previous six (6) months, an objective assessment of the extent to which each quantifiable obligation was met, an explanation of why any particular component fell short of meeting its goal for the previous six (6) months, and any recommendation for additional actions to achieve the goals of the Consent Order.

Order Distribution and Acknowledgment

IT IS FURTHER ORDERED that:

54.

Within thirty (30) days of the Effective Date, Respondent must deliver a copy of this Consent Order to each of its Board members and Executive Officers.

55.

Until the termination of this Consent Order, Respondent must deliver a copy of this Consent Order to any business entity resulting from any change in structure referred to in Section X and any future Board Members and Executive Officers within thirty (30) days after they assume their responsibilities.

56.

Respondent must secure a signed and dated statement acknowledging receipt of a copy of this Consent Order, ensuring that any electronic signatures comply with the requirements of the E-Sign Act, 15 U.S.C. § 7001 et seq. , within thirty (30) days of delivery, from all persons receiving a copy of this Consent Order pursuant to this Section.

For settlement purposes only; subject to Fed. R. Evid. 408

XII

Recordkeeping

IT IS FURTHER ORDERED that:

57.

Respondent must create and/or retain for at least three (3) years from the Effective Date the following business records:

All documents and records necessary to demonstrate full compliance with each provision of this Consent Order, including but not limited to, reports submitted to the Fair Lending Director and the DOJ and all documents and records pertaining to redress, as set forth in Section VIII above;

All documents and records pertaining to the order to pay redress, described in Section VIII above; and

All written consumer complaints related to Respondent’s retail installment contracts alleging discrimination by Respondent (whether received directly or indirectly, such as through a third party), and any responses to those written complaints or requests.

58.

All business records created or retained pursuant to this Section shall be retained at least until the termination of this Consent Order, and shall be made available upon the Fair Lending Director’s or the DOJ’s request to Bureau representatives or DOJ representatives, respectively, within sixty (60) days of a request.

For settlement purposes only; subject to Fed. R. Evid. 408

XIII

Modifications to Non-Material Requirements

IT IS FURTHER ORDERED that:

59.

Respondent may seek a modification to non-material requirements of this Consent Order ( e.g ., reasonable extensions of time and changes to reporting requirements) by submitting a written request to the Fair Lending Director and the DOJ.

60.

The Fair Lending Director may, in his/her discretion, modify any non-material requirements of this Consent Order ( e.g ., reasonable extensions of time and changes to reporting requirements) if the Fair Lending Director determines good cause justifies the modification. Any such modification by the Fair Lending Director must be in writing.

XIV

Notices

IT IS FURTHER ORDERED that:

61.

Unless otherwise directed in writing by a Bureau or a DOJ representative, all submissions, requests, communications, consents, or other documents relating to this Consent Order shall be in writing and sent as follows:


To the Fair Lending Director:

	By overnight courier (not the U.S. Postal Service), as follows:

		Fair Lending Director Consumer Financial Protection Bureau ATTENTION: Vincent Herman 1625 Eye Street, N.W. Washington, DC 20006 The subject line shall begin: In re Fifth Third Bank , File No. 2015-CFPB [Docket # 0024], dated September 28, 2015; or

For settlement purposes only; subject to Fed. R. Evid. 408



		By first-class mail, as follows:

				Fair Lending Director
				Consumer Financial Protection Bureau ATTENTION: Vincent Herman 1700 G Street, N.W. Washington, DC 20552 The subject line shall begin: In re Fifth Third Bank , File No. 2015-CFPB [Docket # ], dated September 28, 2015

				By contemporaneous email to Vincent.Herman@cfpb.gov.

		To the DOJ:

				Chief Housing and Civil Enforcement Section Civil Rights Division U.S. Department of Justice 1800 G Street NW, Suite 7002 Washington, DC 20006 Attn: DJ 188-58-12, United States v. Fifth Third Bank

				By contemporaneous email to Lucy.Carlson@usdoj.gov.

Administrative Provisions

62.

Except as provided in paragraphs 63 and 66, the provisions of this Consent Order do not bar, estop, or otherwise prevent the Bureau, or any other governmental agency, from taking any other action against Respondent.

63.

The Bureau releases and discharges Respondent from all potential liability for all ECOA claims of the Bureau for discriminating on the basis of race or national origin that have been or might have been asserted by the Bureau based on the practices described in Section IV of this Consent Order, to the extent such practices occurred prior to the Effective Date, and are known to the Bureau as of the Effective Date. Notwithstanding the foregoing, the practices described in this Consent Order may be utilized by the Bureau in future enforcement actions against Respondent and its affiliates, including without limitation, to establish a pattern or practice of violations or the continuation of a pattern or practice of violations or to calculate the amount of any penalty. This release shall not preclude or affect any right of the Bureau to determine and ensure compliance with the terms and provisions of this Consent Order, or to seek penalties for any violations thereof.

For settlement purposes only; subject to Fed. R. Evid. 408

64.

This Consent Order is intended to be, and will be construed as, a final Consent Order issued under section 1053 of the CFPA, 12 U.S.C. § 5563, and expressly does not form, and may not be construed to form, a contract binding the Bureau or the United States.

65.

Respondent may request to modify the compliance management program required by this Consent Order (as described in the Options set forth in Section VI) when the modification is based upon a change in circumstances that has arisen during the pendency of this Consent Order, including but not limited to any amendment to the statutory or regulatory regime applicable to dealer markup and compensation policies, or the adoption of a materially different dealer compensation policy by lenders comprising a majority of the auto loan market. Any such request to modify the compliance plan is subject to the Fair Lending Director’s and the DOJ’s review and determination that the modified compliance management program eliminates or substantially reduces Dealer Discretion, and determination of non-objection.

66.

This Consent Order will terminate three (3) years from the Effective Date. The Consent Order will remain effective and enforceable until such time, except to the extent that any provisions of this Consent Order have been amended, suspended, waived, or terminated in writing by the Bureau or its designated agent. The Bureau will not pursue any violations of ECOA against, or seek consumer remuneration from, Respondent for conduct undertaken with respect to Dealer Discretion that is both pursuant to and consistent with this Consent Order during the term of this Consent Order.

67.

Calculation of time limitations will run from the Effective Date and be based on calendar days, unless otherwise noted.

For settlement purposes only; subject to Fed. R. Evid. 408

68.

The provisions of this Consent Order will be enforceable by the Bureau. For any violation of this Consent Order, the Bureau may impose the maximum amount of civil money penalties allowed under section 1055(c) of the CFPA, 12 U.S.C. § 5565(c). In connection with any attempt by the Bureau to enforce this Consent Order in federal district court, the Bureau may serve Respondent wherever Respondent may be found and Respondent may not contest that court’s personal jurisdiction over Respondent.

69.

This Consent Order and the accompanying Stipulation contain the complete agreement between the Bureau and Respondent. The Bureau and Respondent have made no promises, representations, or warranties other than what is contained in this Consent Order and the accompanying Stipulation. This Consent Order and the accompanying Stipulation supersede any prior oral or written communications, discussions, or understandings.

70.

Nothing in this Consent Order or the accompanying Stipulation may be construed as allowing the Respondent, its Board, officers, or employees to violate any law, rule, or regulation.

71.

This Consent Order is enforceable only by the parties. No person or entity is intended to be a third party beneficiary of the provisions of this Consent Order for purposes of any civil, criminal, or administrative action, and accordingly, no person or entity may assert a claim or right as a beneficiary or protected class under this Consent Order.

72.

Each party to this Consent Order shall bear its own costs and attorney’s fees associated with this litigation.

73.

The Bureau and the Respondent agree that, as of the Effective Date, litigation between the parties is not “reasonably foreseeable” concerning the matters described above. To the extent that the Bureau or the Respondent previously implemented a litigation hold to preserve documents, electronically stored information, or things related to the matters described above, the prospect of litigation between the parties no longer requires them to

For settlement purposes only; subject to Fed. R. Evid. 408

maintain such litigation hold. Nothing in this paragraph relieves the Bureau or the Respondent of any other obligations imposed by this Consent Order, or other applicable law.

74.

To the extent that a specific action by Respondent is required both by this Consent Order and any Consent Order entered by the United States District Court for the Southern District of Ohio in the civil action styled United States of America v. Fifth Third Bank , filed on or about September 28, 2015, action by Respondent that satisfies a requirement under any such District Court Consent Order will satisfy that same requirement under this Consent Order.

IT IS SO ORDERED , this 28th day of September, 2015.

/s/ Richard Cordray

Richard Cordray

Director

Consumer Financial Protection Bureau

For settlement purposes only; subject to Fed. R. Evid. 408

UNITED STATES OF AMERICA

CONSUMER FINANCIAL PROTECTION BUREAU

File No. 2015-CFPB-0024


		STIPULATION AND CONSENT TO THE ISSUANCE OF A CONSENT ORDER

In the matter of:

FIFTH THIRD BANK

The Consumer Financial Protection Bureau (Bureau) intends to initiate an administrative proceeding against Fifth Third Bank (Respondent), under 12 U.S.C. §§ 5563 and 5565, for its pricing of consumer automobile retail installment contracts in violation of the Equal Credit Opportunity Act (ECOA), 15 U.S.C. §§ 1691-1691f, and its implementing regulation, Regulation B, 12 C.P.R. pt. 1002.

Respondent, in the interest of compliance and resolution of the matter, without admitting or denying any wrongdoing, consents to the issuance of a Consent Order substantially in the form of the one to which this Stipulation and Consent to the Issuance of a Consent Order is attached (Consent Order), and which is incorporated by reference.

In consideration of the above premises, Respondent, through its authorized representative, agrees to the following:

Jurisdiction

The Bureau has jurisdiction over this matter under sections 1053 and 1055 of the Consumer Financial Protection Act (CFPA), 12 U.S.C. §§ 5563, 5565.

Consent

Respondent agrees to the issuance of the Consent Order, without admitting or denying any of the findings of fact or conclusions of law, except that Respondent admits the facts necessary to establish the Bureau’s jurisdiction over Respondent and the subject matter of this action.

Respondent agrees that the Consent Order will be deemed an “order issued with the consent of the person concerned” under 12 U.S.C. § 5563(b)(4), and agrees that the Consent Order will become a final order, effective upon issuance, and will be fully enforceable by the Bureau under 12 U.S.C. §§ 5563(d)(1) and 5565.

Respondent voluntarily enters into this Stipulation and Consent to the Issuance of a Consent Order.

The Consent Order resolves only Respondent’s potential liability for law violations that the Bureau asserted or might have asserted based on the practices described in Section IV of the Consent Order, to the extent such practices occurred before the Effective Date and the Bureau knows about them as of the Effective Date. Respondent acknowledges that no promise or representation has been made by the Bureau or any employee, agent, or representative of the Bureau, about any liability outside of this action that may have arisen or may arise from the facts underlying this action or immunity from any such liability.

Respondent agrees that the facts described in Section IV of the Consent Order will be taken as true and be given collateral estoppel effect, without further proof, in any proceeding before the Bureau based on the entry of the Consent Order, or in any subsequent civil litigation by the Bureau to enforce the Consent Order or its rights to any payment or monetary judgment under the Consent Order.

The terms and provisions of this Stipulation and the Consent Order will be binding upon, and inure to the benefit of, the parties hereto and their successors in interest.

Respondent agrees that the Bureau may present the Consent Order to the Bureau Director for signature and entry without further notice.

A copy of the Board Resolution authorizing execution of this Stipulation shall be delivered to the Bureau, along with the executed original of this Stipulation.

Waivers

10.

Respondent, by consenting to this Stipulation, waives:

Any right to service of the Consent Order, and agrees that issuance of the Consent Order will constitute notice to the Respondent of its terms and conditions;

Any objection to the jurisdiction of the Bureau, including, without limitation, under section 1053 of the CFPA, 12 U.S.C. § 5563;

The rights to all hearings under the statutory provisions under which the proceeding is to be or has been instituted; the filing of proposed findings of fact and conclusions of law; proceedings before, and a recommended decision by, a hearing officer; all post-hearing procedures; and any other procedural right available under section 1053 of the CFPA, 12 U.S.C. § 5563, or 12 CFR Part 1081;

The right to seek any administrative or judicial review of the Consent Order;

Any claim for fees, costs or expenses against the Bureau, or any of its agents or employees, and any other governmental entity, related in any way to this enforcement matter or the Consent Order, whether arising under common law or under the terms of any statute, including, but not limited to the Equal Access to Justice Act and the Small Business Regulatory Enforcement Fairness Act of 1996; for these purposes, Respondent agrees that Respondent is not the prevailing party in this action because the parties have reached a good faith settlement;

Any other right to challenge or contest the validity of the Consent Order;

Such provisions of the Bureau’s rules or other requirements of law as may be construed to prevent any Bureau employee from participating in the preparation of, or advising the Director as to, any order, opinion, finding of fact, or conclusion of law to be entered in connection with this Stipulation or the Consent Order; and

Any right to claim bias or prejudgment by the Director based on the consideration of or discussions concerning settlement of all or any part of the proceeding.

Fifth Third Bank BY:


/s/ Chad Borton				09/28/2015
Chad Borton				Date
Executive Vice President
Fifth Third Bank

Exhibit 99.3

UNITED STATES OF AMERICA

CONSUMER FINANCIAL PROTECTION BUREAU

ADMINISTRATIVE PROCEEDING

File No. 2015-CFPB-0025



In the Matter of:		CONSENT ORDER

FIFTH THIRD BANK

The Consumer Financial Protection Bureau (Bureau) has reviewed the marketing and administration of the debt protection credit card “add-on” product of Fifth Third Bank (Respondent, as defined below) and has identified violations of sections 1031 and 1036 of the Consumer Financial Protection Act or 2010 (CFPA), 12 U.S.C. §§ 5531, 5536. Under sections 1053 and 1055 of the CFPA, 12 U.S.C. §§ 5563, 5565, the Bureau issues this Consent Order (Consent Order).

Jurisdiction

The Bureau has jurisdiction over this matter under Sections 1053 and 1055 of the CFPA, 12 U.S.C. §§ 5563, 5565.

Stipulation

Respondent has executed a “Stipulation and Consent to the Issuance of a Consent Order,” dated [ ] (Stipulation), which is incorporated by reference and is accepted by the Bureau. By this Stipulation, Respondent has consented to the issuance of this Consent Order by the Bureau under Sections 1053 and 1055 of the CFPA,

12 U.S.C. §§ 5563 and 5565, without admitting or denying any of the findings of fact or conclusions of law, except that Respondent admits the facts necessary to establish the Bureau’s jurisdiction over Respondent and the subject matter of this action.

III

Definitions

The following definitions apply to this Consent Order:

“Affected Consumers” means Card Members who purchased and were enrolled in Debt Protection from January 1, 2007, through November 11, 2013.

“Board” means Respondent’s duly-elected and acting Board of Directors.

“Cardholder” means any person who opened a credit card account issued by Respondent.

“Debt Protection” means the Debt Protection credit card add-on product that Respondent marketed and sold to Cardholders beginning in 2007.

“Effective Date” means the date on which the Consent Order is issued.

“Enforcement Director” means the Assistant Director of the Office of Enforcement for the Consumer Financial Protection Bureau, or his/her delegate.

“Redress Period” means the period from January 1, 2007 through November 11, 2013.

“Regional Director” means the Regional Director for the Midwest Region for the Office of Supervision for the Consumer Financial Protection Bureau, or his/her delegate.

“Respondent” means Fifth Third Bank and its successors and assigns.

“Sections 1031 and 1036” means sections 1031 and 1036 of the Consumer Financial Protection Act, 12 U.S.C. §§ 5531 and 5536.

“Service Provider” shall have the same meaning as set forth in section 1002(26) of the CFPA, 12 U.S.C. § 5481.

Bureau Findings and Conclusions

The Bureau finds the following:

Respondent is a regional bank headquartered in Cincinnati, Ohio. As of June 30, 2015, Respondent had approximately $139 billion in total assets.

Respondent is an insured depository institution with assets greater than $10,000,000 within the meaning of 12 U.S.C. § 5515(a).

Respondent is a “covered person” as that term is defined by 12 U.S.C. § 5481(6).

Beginning in the first quarter of 2007, Respondent began to market and sell Debt Protection to Cardholders in connection with a credit card balance transfer offer.

Respondent marketed Debt Protection as allowing Cardholders to request the cancellation of credit card payments if the Cardholder encountered certain events and was approved for the benefit. Cardholders enrolled in this product as originally offered paid a monthly fee of 0.81% of the balance (i.e., $0.81/$100) as of the Cardholder’s statement closing date.

Under the terms and conditions of Debt Protection as originally offered, Cardholders enrolled in the product could seek benefits after experiencing certain qualifying events, including involuntary unemployment, loss of life (not available for customers that reach the age of 70 or are over the age of 70 at the time of enrollment), disability, and hospitalization.

10.

Beginning in December 2011, Respondent discontinued the original Debt Protection product and began offering an “enhanced” Debt Protection product. Respondent marketed the new version of Debt Protection as allowing Cardholders to request the cancellation of credit card payments if the Cardholder encountered certain events and was approved for the benefit. Cardholders enrolled in the new version of this product paid a monthly fee of 0.89% of the balance (i.e., $0.89/$100) as of the Cardholder’s statement closing date.

11.

Under the terms and conditions of the new version of Debt Protection, Cardholders enrolled in the product could seek benefits after experiencing the same qualifying events of the original Debt Protection product, including involuntary unemployment, loss of life (expanded to include customers over the age of 70), disability, and hospitalization, as well as for additional events, such as military leave and natural disasters.

12.

From approximately January 1, 2007 through February 2013, Respondent marketed Debt Protection through outbound telemarketing and the Internet.

13.

Respondent employed third-party Service Providers to perform outbound telemarketing and Internet vendors to market Debt Protection to Cardholders.

14.

Respondent also employed a third-party Service Provider for product administration, customer service, and benefit request processing to Cardholders.

15.

Respondent did not send Debt Protection’s terms and conditions to Cardholders for customer review prior to enrollment, even when Cardholders asked to be mailed the product’s terms and conditions before deciding to enroll.

16.

Respondent ceased all outbound telemarketing of Debt Protection to credit card customers in September 2012 and ceased all other enrollments effective February 11, 2013.

17.

In mid-2013, Respondent initiated a mailing campaign in which it provided enhanced product descriptions to enrolled Debt Protection customers and requested that they indicate whether they desired to continue in the product.

18.

In August 2013, Respondent sent a follow up opt-in letter to all non-responsive customers. The ability for consumers to affirmatively opt in to the product ended in November 2013, with all customers that did not respond to either of the two letters being terminated from enrollment effective November 11, 2013.

19.

With respect to the marketing of Debt Protection, Respondent’s compliance monitoring, Service Provider management, and quality assurance resulted in ineffective oversight, which failed to prevent, identify, or correct certain improper sales practices.

Findings and Conclusions as to Misrepresentation Regarding Enrollment in Debt Protection

20.

From January 1, 2007 through September 2012, Respondent and its Service Providers enrolled some Cardholders in Debt Protection during telemarketing calls without adequately informing the Cardholders that they were purchasing the product, including by representing, expressly or impliedly:

that Cardholders were agreeing to receive information about Debt Protection for review rather than purchasing Debt Protection;

that Respondent was offering a risk-free trial of Debt Protection because the Cardholders were “valued customers,” rather than offering Cardholders an optional product for which Cardholders would be charged a monthly fee after enrollment; and

purporting to obtain Cardholders’ permission to process their enrollments by asking Cardholders to verify their “participation” in Debt Protection by verifying their date of birth.

21.

In reality, Respondent enrolled Cardholders who agreed to receive information about Debt Protection or who agreed to the risk-free trial of Debt Protection, and Respondent charged those Cardholders the applicable monthly fees thereafter. Further, Cardholders who verified their date of birth were doing more than verifying personal information. Respondent treated the Cardholder’s verification of his or her date of birth as consent to purchase the product.

22.

After Cardholders were enrolled, Respondent sent Cardholders product information with an acknowledgement form that further suggested that Cardholders had not yet purchased Debt Protection. The acknowledgment form represented, expressly or impliedly, that, by signing and returning the form, the Cardholder was electing to purchase Debt Protection.

23.

In reality, Respondent had already enrolled those Cardholders over the telephone and those Cardholders had already purchased Debt Protection. It did not matter whether the Cardholders signed and returned the acknowledgment form.

24.

Section 1036(a)(1)(B) of the CFPA prohibits “unfair, deceptive, or abusive” acts or practices. 12 U.S.C. § 5536(a)(1)(B).

25.

As described in Paragraphs 20 - 23, in connection with the advertising, marketing, promoting, offering for sale, or sale of Debt Protection, in numerous instances, Respondent has represented, expressly or impliedly, that:

Cardholders were agreeing to receive information about Debt Protection or agreeing to a trial-period for Debt Protection; and

Cardholders were agreeing to purchase Debt Protection upon signing an acknowledgment form sent to Cardholders.

26.

In fact, Respondent enrolled Cardholders over the telephone, and Cardholders were agreeing to purchase Debt Protection during that telephone call and not upon signing the acknowledgement form. Thus, Respondent’s representations, as described in Paragraphs 20 and 22 constitute deceptive acts or practices in violation of sections 1031(a) and 1036(a)(1)(B) of the CFPA, 12 U.S.C. §§ 5531(a), 5536(a)(1)(B).

Findings and Conclusions as to Misrepresentations Regarding Debt Protection Terms and Conditions

27.

From January 1, 2007 through September 2012, Respondent and its Service Providers misrepresented to some Cardholders the terms, exclusions, and benefits of Debt Protection during telemarketing calls, including by:

failing to inform Cardholders who had disclosed information suggesting they would be ineligible for one or more of Debt Protection’s benefits that those Cardholders would be ineligible for one or more of Debt Protection’s benefits;

failing to inform older Cardholders that the death benefit associated with Debt Protection product as originally offered did not apply to Cardholders over the age of 70;

misrepresenting Debt Protection’s benefits by telling Cardholders that Debt Protection covered events that were excluded under the product terms and conditions (e.g., falsely telling a consumer who indicated that she was retired that the product covers retirements); and

misrepresenting Debt Protection’s benefits by telling Cardholders that Debt Protection protections began “immediately,” when, for the “enhanced” Debt Protection product, Cardholders had to be enrolled in the product for 90 days before “activating” the hospitalization benefit.

28.

From December 2011 through September 2012, the entire period during which Respondent actively marketed the “enhanced” Debt Protection product, Respondent through its Service Provider sent to enrolled Cardholders “fulfillment kits” that contained the terms and conditions for the original version of the Debt Protection product. These fulfillment kits contained incorrect descriptions of the “enhanced” Debt Protection product’s benefits, exclusions, terms, and conditions.

29.

Section 1036(a)(1)(B) of the CFPA prohibits “unfair, deceptive, or abusive” acts or practices. 12 U.S.C. § 5536(a)(1)(B).

30.

As described in Paragraphs 27 - 28, in connection with the advertising, marketing, promoting, offering for sale, or sale of Debt Protection, in numerous instances, Respondent has misrepresented, expressly or impliedly, the terms, exclusions, and benefits of Debt Protection.

31.

Thus, Respondent’s representations, as described in Paragraphs 27 - 28 constitute deceptive acts or practices in violation of sections 1031(a) and 1036(a)(1)(B) of the CFPA, 12 U.S.C. §§ 5531(a), 5536(a)(1)(B).

Findings and Conclusions as to Misrepresentations Regarding the Cost of Debt Protection

32.

From January 1, 2007 through September 2012, Respondent and its Service Providers misrepresented to some Cardholders the cost of Debt Protection during telemarketing calls, including by representing, expressly or impliedly, that if the Cardholder did not “carry a balance,” then there would be no fee associated with the product or that Cardholders could avoid a fee by paying their balance in full before the monthly due date.

33.

In fact, to avoid paying the fee, the Cardholder had to pay the balance in full substantially earlier – prior to the statement cutoff date, which is the last day of the billing cycle for the Cardholder’s account – so that the statement had a zero balance.

34.

From December 2011 through September 2012, the entire period during which Respondent actively marketed the “enhanced” Debt Protection product, Respondent through its Service Provider sent to enrolled Cardholders “fulfillment kits” that contained the terms and conditions for the original version of the Debt Protection product. These fulfillment kits contained incorrect information regarding the cost of the “enhanced” Debt Protection, claiming the product cost was 0.81% of the balance (i.e., $0.81/$100) when Respondent was actually charging Cardholders 0.89% of the balance (i.e., $0.89/$100).

35.

Section 1036(a)(1)(B) of the CFPA prohibits “unfair, deceptive, or abusive” acts or practices. 12 U.S.C. § 5536(a)(1)(B).

36.

As described in Paragraphs 32 - 34, in connection with the advertising, marketing, promoting, offering for sale, or sale of Debt Protection, in numerous instances, Respondent has misrepresented, expressly or impliedly, the cost of Debt Protection.

37.

Thus, Respondent’s representations, as described in Paragraphs 32 and 34 constitute deceptive acts or practices in violation of sections 1031(a) and 1036(a)(1)(B) of the CFPA, 12 U.S.C. §§ 5531(a), 5536(a)(1)(B).

ORDER

Conduct Provisions

IT IS ORDERED , under sections 1053 and 1055 of the CFPA, that:

38.

Respondent and its officers, agents, servants, employees, and attorneys who have actual notice of this Consent Order, whether acting directly or indirectly, may not violate, including by taking reasonable measures to ensure that its Service Providers do not violate, Sections 1031 and 1036 of the CFPA, 12 U.S.C. §§ 5531 and 5536, in connection with the advertising, marketing, and promotion of credit card add-on products.

Respondent, and its officers, agents, servants, employees, and attorneys who have actual notice of this Consent Order, whether acting directly or indirectly, in connection with the advertising, marketing, promotion, offering for sale, sale, or performance of add-on products, may not misrepresent, or assist others in misrepresenting, expressly or impliedly:

That the customer was agreeing to a trial, and not enrollment, of the product;

ii.

That the customer was agreeing to be mailed information about, and not enrolling in, the product;

iii.

That all of the product benefits were available when there were limitations and exceptions applicable to some consumers;

iv.

That the product had no monthly fee if the customer’s balance was paid in full or if the customer does not “carry a balance” when the terms and conditions of the product required that there be no balance at the time of the statement cutoff date; or

That the monthly fees were less than the actual monthly fee for the product.

39.

Respondent, and its officers, agents, servants, employees, and attorneys who have actual notice of this Consent Order, whether acting directly or indirectly, may not reinstitute the marketing and sale of the Debt Protection product, and may not market or sell any credit card add-on products similar to the subject Debt Protection without first securing a determination of non-objection from the Regional Director, as follows:

Respondent must submit to the Regional Director a comprehensive compliance plan designed to ensure that Respondent’s sale of credit card add-on products complies with all applicable Federal consumer financial laws and the terms of this Consent Order (Credit Card Add-On Product Compliance Plan).

The Regional Director will have the discretion to make a determination of non-objection to the Credit Card Add-On Product Compliance Plan or direct the Respondent to revise it. If the Regional Director directs the Respondent to revise the Credit Card Add-On Product Compliance Plan, the Respondent must make the revisions and resubmit the Credit Card Add-On Product Compliance Plan to the Regional Director.

Respondent may market or sell the products similar to the subject Debt Protection only after receiving notification that the Regional Director has made a determination of non-objection to Credit Card Add-On Product Compliance Plan and only after adhering to the steps, recommendations, deadlines, and timeframes outlined in the Credit Card Add-On Product Compliance Plan.

40.

Within 90 days of the Effective Date, Respondent must submit a plan to address the actions that are necessary and appropriate to achieve compliance with this Consent Order (Action Plan). The Board must ensure the Action Plan is submitted to the Regional Director for prior determination of supervisory non-objection.

41.

The Action Plan must include the review, and if necessary, revision of the Respondent’s Vendor Management Program to ensure that the Program requires, at a minimum:

An analysis to be conducted by Respondent, prior to Respondent entering into a contract with a Service Provider relating to the offering or providing of a credit card add-on product, of the ability of the Service Provider to perform the marketing, sales, delivery, servicing, and fulfillment of

services for the product or service in compliance with all applicable Federal consumer financial laws relating to credit card add-on products and Respondent’s policies and procedures.

For new and renewed contracts, a written contract between Respondent and the Service Provider, which sets forth the responsibilities of each party, especially:

the Service Provider’s specific performance responsibilities and duty to maintain adequate internal controls over the marketing, sales, delivery, servicing, and fulfillment of services for the credit card add-on product;

ii.

the Service Provider’s responsibilities and duty to provide adequate training on applicable Federal consumer financial law relating to credit card add-on products and Respondent’s policies and procedures to all Service Provider employees or agents engaged in the marketing, sales, delivery, servicing, and fulfillment of services for credit card add-on products;

iii.

granting Respondent the authority to conduct periodic reviews of the Service Provider’s controls, performance, and information systems as they relate to the marketing, sales, delivery, servicing, and fulfillment of services for the credit card add-on product; and

iv.

Respondent’s right to terminate the contract if the Service Provider materially fails to comply with the terms specified in the contract, including the terms required by this Paragraph.

Periodic onsite reviews by Respondent of the Service Provider’s controls, performance, and information systems.

In the event that Respondent markets and/or sells a credit card add-on product in the future, and annually thereafter, a written comprehensive assessment, to be conducted on an annual basis, of the unfair, deceptive, and abusive acts or practices (“UDAAP”) risk for existing or new credit card add-on products and for any changes to existing credit card add-on products, including, but not limited to the UDAAP risk of the governance control, marketing, sales, delivery, servicing, and fulfillment of services for existing or new credit card add-on products, including the UDAAP risk of marketing and sales practices.

In the event that Respondent markets and/or sells a credit card add-on product in the future, the development and implementation of written policies and procedures to effectively manage, detect, and mitigate, on an ongoing basis, the risks identified in the written assessment required by the preceding subparagraph (d).

Comprehensive written policies and procedures for identifying and reporting any violation of Federal consumer financial laws relating to credit card add-on products or Respondent’s policies and procedures relating to credit card add-on products by Respondent’s employees or Service Providers’ employees or agents, in a timely manner, to a specified executive risk or compliance manager at Respondent. The manager to whom such reports are made must be independent of the unit overseeing the sale and marketing of credit card add-on product at issue.

Development of training materials relating to identifying and addressing violations of Federal consumer financial laws relating to credit card add-on products that will be incorporated into the existing annual compliance training for appropriate employees.

In the event that Respondent market and/or, sells a credit card add-on product in the future, written policies and procedures to ensure that the appropriate employees and departments within Respondent have the requisite authority and status within Respondent so that appropriate reviews of credit card add-on products marketed or sold by Respondent or through Service Providers may occur and deficiencies are identified and properly remedied.

42.

After receipt by Respondent of a determination of supervisory non-objection from the Regional Director to the Action Plan, the Board must ensure Respondent’s adoption and implementation of, and compliance with, the Action Plan.

43.

Any proposed changes to or deviations from the approved Action Plan must be submitted in writing to the Regional Director for determination of supervisory non-objection.

44.

Respondent’s Internal Audit department must periodically conduct an assessment of Respondent’s compliance with Respondent’s Vendor Management Program in connection with the marketing, sales, delivery, servicing, and fulfillment of services for credit card add-on products. Such assessments must occur within 120 days after Respondent’s receipt of a determination of supervisory non-objection to the Action Plan, and periodically but at least

annually thereafter, and the findings shall be memorialized in writing. Within 30 days of completing each assessment, Internal Audit must provide its written findings to the Risk and Compliance Committee and the Regional Director.

Role of the Special Regulatory Oversight Committee

IT IS FURTHER ORDERED that:

45.

The Special Regulatory Oversight Committee (“SROC”), a duly constituted Board committee, must review all submissions (including plans, reports, programs, policies, and procedures) required by this Consent Order prior to submission to the Bureau.

46.

The SROC will be responsible for monitoring and coordinating Respondent’s compliance with the provisions of this Consent Order, and approving measures necessary to ensure compliance with this Consent Order (in addition to any other specific approvals required).

47.

Within 120 days of the Effective Date, and thereafter within 60 days after the end of each calendar quarter, SROC will submit a written progress report to the Board setting forth in detail the actions taken to comply with this Consent Order, and the results and status of those actions.

48.

The Board will forward a copy of SROC’s report, with any additional comments by the Board, to the Regional Director within 10 days of the first Board meeting following receipt of such report, unless additional time is granted by the Regional Director through a written determination of supervisory non-objection.

VII

Role of the Board

IT IS FURTHER ORDERED that:

49.

Although this Consent Order requires the Respondent to submit certain documents for the review or non-objection by the Regional Director, the Board will have the ultimate responsibility for proper and sound management of Respondent and for ensuring that Respondent complies with Federal consumer financial law and this Consent Order.

50.

In each instance that this Consent Order requires the Board to ensure adherence to, or perform certain obligations of Respondent, the Board must:

Authorize whatever actions are necessary for Respondent to fully comply with the Consent Order;

Require timely reporting by management to the Board on the status of compliance obligations; and

Require timely and appropriate corrective action to remedy any material non-compliance with any failures to comply with Board directives related to this Section.

VIII

Order to Pay Redress

IT IS FURTHER ORDERED that:

51.

Within 10 days of the Effective Date, Respondent must reserve or deposit into a segregated deposit account amount not less than $3 million (Payment Floor), which represents the estimated amount of consumer injury caused to approximately 24,500 consumers by the practices described in Section IV, for the purpose of providing redress to Affected Consumers as required by this Section.

52.

Within 30 days of the Effective Date, Respondent must submit to the Regional Director for review and non-objection a comprehensive written plan for providing redress consistent with this Consent Order (Redress Plan). The Regional Director will have the discretion to make a determination of non-objection to the Redress Plan or direct the Respondent to revise it. If the Regional Director directs the Respondent to revise the Redress Plan, the Respondent must make the revisions and resubmit the Redress Plan to the Regional Director within 15 days. After receiving notification that the Regional Director has made a determination of non-objection to the Redress Plan, the Respondent must implement and adhere to the steps, recommendations, deadlines, and timeframes outlined in the Redress Plan. Any proposed changes to or deviations from the approved Redress Plan must be submitted in writing to the Regional Director for review and non-objection.

53.

The redress amount paid to each Affected Consumer (“Redress Amount”) must include, at a minimum and as applicable to each Affected Consumer:

For Affected Consumers enrolled in the product for 12 months or less during the Redress Period, all Debt Protection fees paid during the Redress Period; or

For Affected Consumers enrolled in the product for greater than 12 months during the Redress Period, 12 months of Debt Protection fees paid during the Redress Period (based on the average monthly fee paid by the customer over the entire course of their membership); and

All overlimit fees and late fees, as calculated pursuant to the methodology in the Redress Plan, paid by the Affected Consumers as a result of any Debt Protection fees described above in Subsections (a) and (b) of this Paragraph; and

The amount of the estimated finance charges, including any penalty APR, as calculated pursuant to the methodology in the Redress Plan, paid by an Affected Consumers on Debt Protection fees described above in Subsections (a) and (b) of this Paragraph.

The Redress Amount will not include any amount that was a previous refund of the fees and charges described above in Subsections (a) or (b) of this Paragraph.

54.

The Redress Plan shall apply to all Affected Consumers and:

Specify how Respondent will identify all Affected Consumers;

Provide processes covering all Affected Consumers regardless of their current credit card account status with Respondent, including active or closed credit card accounts:

For open credit card accounts with a balance or a charged-off account that Respondent has not sold to an unaffiliated third party, Respondent shall provide a credit for the Redress Amount to the Affected Consumer’s account; where the Redress Amount is greater than the balance and the Respondent delivered a statement credit reducing the balance down to zero, Respondent will send to the Affected Consumer a certified or bank check in the amount of the excess;

ii.

For any closed credit card account or open credit card accounts with a zero balance, Respondent shall send a certified or bank check for the Redress Amount to any Affected Consumer;

iii.

For any Affected Consumer with a charged off account that Respondent sold to an unaffiliated third party, Respondent shall reacquire the charged off account and then provide the Redress Amount consistent with the requirements of this Paragraph; and

iv.

With respect to any bankruptcy, estate, accounts in litigation and sold charged-off accounts, Respondent must make a refund in accordance with applicable law.

Include a description of the following:

Method used and the time necessary to compile a list of potential Affected Consumers;

ii.

Method used to calculate the Redress Amount to be paid to each Affected Consumer as required herein;

iii.

Procedures for issuance and tracking of redress to Affected Consumers; and

iv.

Procedures for monitoring compliance with the Redress Plan.

55.

The Redress Plan must include: (1) the form of the letter (Redress Notification Letter) to be sent notifying Affected Customers of the redress; and (2) the form of the envelope that will contain the Redress Notification Letter. The letter must include language explaining how the amount of redress was calculated; an explanation of the use of a credit or check as applicable; and a statement that the provision of refund payment is in compliance with the terms of this Consent

Order. Respondent may not include in any envelope containing a Redress Notification Letter any materials other than the approved letters, and when appropriate, redress checks, unless Respondent has obtained written confirmation from the Regional Director that the Bureau does not object to the inclusion of the additional materials.

56.

Respondent must make reasonable attempts to locate Affected Customers whose Redress Notification Letter or check is returned for any reason, including performing a standard address search using the National Change of Address System. Respondent must re-mail any returned letters and redress checks to corrected addresses within 90 days of receiving a return. Any unclaimed funds must be disposed of in compliance with the Redress Plan.

57.

With respect to any Affected Customer’s account that receives redress as a credit that decreases the existing balance or charged-off balance, Respondent must, as permitted by law and in accordance with existing procedures:

Report the updated balance to each credit reporting company to which the Bank had previously furnished balance information for the account; or

Delete the account tradeline at each credit reporting company to which Respondent had previously furnished balance information for the account.

58.

After completing the Redress Plan, if the amount of redress provided to Affected Consumers is less than the Payment Floor within 30 days of the completion of the Redress Plan, Respondent must pay to the Bureau, by wire transfer to the Bureau or to the Bureau’s agent, and according to the Bureau’s wiring instructions, the difference between the amount of redress provided to Affected Consumers and the Payment Floor.

59.

The Bureau may use these remaining funds to pay additional redress to Affected Consumers. If the Bureau determines, in its sole discretion, that additional redress is wholly or partially impracticable or otherwise inappropriate, or if funds remain after the additional redress is completed, the Bureau will deposit any remaining funds in the U.S. Treasury as disgorgement. Respondent will have no right to challenge any actions that the Bureau or its representatives may take under this Section.

60.

Respondent may not condition the payment of any redress to any Affected Consumer under this Order on that Affected Consumer waiving any right.

61.

Within 90 days from completion of the Redress Plan, Respondent’s Internal Audit department must review and assess compliance with the terms of the Redress Plan (Redress Review).

62.

The Redress Review must include an assessment of the Redress Plan and the methodology used to determine the population of Affected Customers; the amount of redress for each Affected Customer; the procedures used to issue and track redress payments; the procedures used for reporting and requesting the reporting of updated balances, deleting or requesting the deletion of account trade lines, as applicable, to the credit reporting companies; and the work of any independent consultants that Respondent has used to assist and review its execution of the Redress Plan.

63.

The Redress Review must be completed and summarized in a written report (Redress Review Report), which must be completed within 60 days of completion of the Redress Review. Within 10 days of its completion, the Redress Review Report must be submitted to the Regional Director and the Board.

Order to Pay Civil Money Penalties

IT IS FURTHER ORDERED that:

64.

Under Section 1055(c) of the CFPA, 12 U.S.C. § 5565(c), by reason of the violations of law described in Section V of this Consent Order, and taking into account the factors in 12 U.S.C. § 5565(c)(3), Respondent must pay a civil money penalty of $500,000 to the Bureau.

65.

Within 10 days of the Effective Date, Respondent must pay the civil money penalty by wire transfer to the Bureau or to the Bureau’s agent in compliance with the Bureau’s wiring instructions.

66.

The civil money penalty paid under this Consent Order will be deposited in the Civil Penalty Fund of the Bureau as required by Section 1017(d) of the CFPA, 12 U.S.C. § 5497(d).

67.

Respondent must treat the civil money penalty paid under this Consent Order as a penalty paid to the government for all purposes. Regardless of how the Bureau ultimately uses those funds, Respondent may not:

Claim, assert, or apply for a tax deduction, tax credit, or any other tax benefit for any civil money penalty paid under this Consent Order; or

Seek or accept, directly or indirectly, reimbursement or indemnification from any source, including but not limited to payment made under any insurance policy, with regard to any civil money penalty paid under this Consent Order.

68.

To preserve the deterrent effect of the civil money penalty in any Related Consumer Action, Respondent may not argue that Respondent is entitled to, nor

may Respondent benefit by, any offset or reduction of any compensatory monetary remedies imposed in the Related Consumer Action because of the civil money penalty paid in this action (Penalty Offset). If the court in any Related Consumer Action grants such a Penalty Offset, Respondent must, within 30 days after entry of a final order granting the Penalty Offset, notify the Bureau, and pay the amount of the Penalty Offset to the U.S. Treasury. Such a payment will not be considered an additional civil money penalty and will not change the amount of the civil money penalty imposed in this action.

Additional Monetary Provisions

IT IS FURTHER ORDERED that:

69.

70.

Respondent must relinquish all dominion, control, and title to the funds paid to the fullest extent permitted by law and no part of the funds may be returned to Respondent.

71.

Under 31 U.S.C. § 7701, Respondent, unless it already has done so, must furnish to the Bureau its taxpayer identifying numbers, which may be used for purposes of collecting and reporting on any delinquent amount arising out of this Consent Order.

72.

Within 30 days of the entry of a final judgment, consent order, or settlement in a Related Consumer Action, Respondent must notify the Regional Director of the

final judgment, consent order, or settlement in writing. That notification must indicate the amount of redress, if any, that Respondent paid or is required to pay to consumers and describe the consumers or classes of consumers to whom that redress has been or will be paid.

Reporting Requirements

IT IS FURTHER ORDERED that:

73.

Respondent must notify the Bureau of any development that may affect compliance obligations arising under this Consent Order, including but not limited to, a dissolution, assignment, sale, merger, or other action that would result in the emergence of a successor company; the creation or dissolution of a subsidiary, parent, or affiliate that engages in any acts or practices subject to this Consent Order; the filing of any bankruptcy or insolvency proceeding by or against Respondent; or a change in Respondent’s name or address. Respondent must provide this notice at least 30 days before the development or as soon as practicable after the learning about the development, whichever is sooner.

74.

Within 7 days of the Effective Date, Respondent must designate at least one telephone number and email, physical, and postal address as points of contact, which the Bureau may use to communicate with Respondent.

75.

Respondent must report any change in the information required to be submitted under Paragraph 73 at least 30 days before the change or as soon as practicable after the learning about the change, whichever is sooner.

76.

Within 90 days of the Effective Date, and again one year after the Effective Date, Respondent must submit to the Regional Director an accurate written compliance progress report (Compliance Report) that has been approved by the Board, which, at a minimum:

Describes in detail the manner and form in which Respondent has complied with this Order; and

Attaches a copy of each Order Acknowledgment obtained under Section XII, unless previously submitted to the Bureau.

77.

After the one-year period, Respondent must submit to the Regional Director additional Compliance Reports within 14 days of receiving a written request from the Bureau.

XII

Order Distribution and Acknowledgment

IT IS FURTHER ORDERED that:

78.

Within 30 days of the Effective Date, Respondent must deliver a copy of this Consent Order to each of its board members and executive officers, as well as to any managers, employees, Service Providers, or other agents and representatives who have responsibilities related to the subject matter of the Consent Order.

79.

For 5 years from the Effective Date, Respondent must deliver a copy of this Consent Order to any business entity resulting from any change in structure referred to in Section XI, any future board members and executive officers, as well as to any managers, employees, Service Providers, or other agents and representatives who will have responsibilities related to the subject matter of the Consent Order before they assume their responsibilities.

80.

Respondent must secure a signed and dated statement acknowledging receipt of a copy of this Consent Order, ensuring that any electronic signatures comply with

the requirements of the E-Sign Act, 15 U.S.C. § 7001 et seq., within 30 days of delivery, from all persons receiving a copy of this Consent Order under this Section.

XIII

Recordkeeping

IT IS FURTHER ORDERED that:

81.

Respondent must create, for at least 5 years from the Effective Date, the following business records:

All documents and records necessary to demonstrate full compliance with each provision of this Consent Order, including all submissions to the Bureau.

All documents and records pertaining to the Redress Program, described in Section VIII above.

Copies of all sales scripts; training materials; advertisements; websites; and other marketing materials; and including any such materials used by a third party on behalf of Respondent.

For each individual Affected Consumer and his or her enrollment in the Debt Protection product: the consumer’s name, address, phone number, email address; amount paid, quantity of product purchased, description of the product purchased, the date on which the product was purchased, a copy of any promotional or welcome materials provided, and, if applicable, the date and reason consumer left the program.

For the Debt Protection product, accounting records showing the gross and net revenues generated by the product;

All consumer complaints and refund requests regarding Debt Protection (whether received directly or indirectly, such as through a third party), and any responses to those complaints or requests.

82.

Respondent must retain the documents identified in Paragraph 81 for at least 5 years.

83.

Respondent must make the documents identified in Paragraph 81 available to the Bureau upon the Bureau’s request.

XIV.

Notices

IT IS FURTHER ORDERED that:

84.

Unless otherwise directed in writing by the Bureau, Respondent must provide all submissions, requests, communications, or other documents relating to this Consent Order in writing, with the subject line, “In re Fifth Third Bank, File No. 2015-CFPB-0025,” and send them either:

By overnight courier (not the U.S. Postal Service), as follows:

Regional Director, Bureau Midwest Region

Consumer Financial Protection Bureau

230 South Dearborn Street

Suite 1590

Chicago, IL 60604

By first-class mail to the address in Paragraph 84(a) and contemporaneously by email to Enforcement_Compliance@cfpb.gov.

Cooperation with the Bureau

IT IS FURTHER ORDERED that:

85.

Respondent must cooperate fully to help the Bureau determine the identity and location of, and the amount of injury sustained by, each Affected Consumer. Respondent must provide such information in its or its agents’ possession or control within 14 days of receiving a written request from the Bureau.

XVI

Compliance Monitoring

IT IS FURTHER ORDERED that:

86.

Within 30 days of receipt of a written request from the Bureau, Respondent must submit additional compliance reports or other requested information, which must be made under penalty of perjury; provide sworn testimony; or produce documents.

87.

For purposes of this Section, the Bureau may communicate directly with Respondent, unless Respondent retains counsel related to these communications.

88.

Respondent must permit Bureau representatives to interview any employee or other person affiliated with Respondent who has agreed to such an interview. The person interviewed may have counsel present.

89.

Nothing in this Consent Order will limit the Bureau’s lawful use of civil investigative demands under 12 C.F.R. § 1080.6 or other compulsory process.

XVII

Modifications to Non-Material Requirements

IT IS FURTHER ORDERED that:

90.

Respondent may seek a modification to non-material requirements of this Consent Order (e.g., reasonable extensions of time and changes to reporting requirements) by submitting a written request to the Regional Director.

91.

The Regional Director may, in his/her discretion, modify any non-material requirements of this Consent Order (e.g., reasonable extensions of time and changes to reporting requirements) if he/she determines good cause justifies the modification. Any such modification by the Regional Director must be in writing.

XVIII

Administrative Provisions

92.

The provisions of this Consent Order do not bar, estop, or otherwise prevent the Bureau, or any other governmental agency, from taking any other action against Respondent.

93.

This Consent Order is intended to be, and will be construed as, a final Consent Order issued under Section 1053 of the CFPA, 12 U.S.C. § 5563, and expressly does not form, and may not be construed to form, a contract binding the Bureau or the United States.

94.

This Consent Order will terminate 5 years from the Effective Date or 5 years from the most recent date that the Bureau initiates an action alleging any violation of the Consent Order by Respondent. If such action is dismissed or the relevant adjudicative body rules that Respondent did not violate any provision of the Consent Order, and the dismissal or ruling is either not appealed or upheld on appeal, then the Consent Order will terminate as though the action had never been filed.

95.

Calculation of time limitations will run from the Effective Date and be based on calendar days, unless otherwise noted.

96.

The provisions of this Consent Order will be enforceable by the Bureau. For any violation of this Consent Order, the Bureau may impose the maximum amount of civil money penalties allowed under section 1055(c) of the CFP Act, 12 U.S.C. § 5565(c). In connection with any attempt by the Bureau to enforce this Consent Order in federal district court, the Bureau may serve Respondent wherever Respondent may be found and Respondent may not contest that court’s personal jurisdiction over Respondent.

97.

This Consent Order and the accompanying Stipulation contain the complete agreement between the parties. The parties have made no promises, representations, or warranties other than what is contained in this Consent Order and the accompanying Stipulation. This Consent Order and the accompanying Stipulation supersede any prior oral or written communications, discussions, or understandings.

98.

Nothing in this Consent Order or the accompanying Stipulation may be construed as allowing the Respondent, its Board, officers, or employees to violate any law, rule, or regulation.

IT IS SO ORDERED , this 28th day of September, 2015.

/s/ Richard Cordray

Richard Cordray

Director

Consumer Financial Protection Bureau

UNITED STATES OF AMERICA

CONSUMER FINANCIAL PROTECTION BUREAU

File No. 2015-CFPB-0025

In the Matter of:

FIFTH THIRD BANK

STIPULATION AND CONSENT TO THE ISSUANCE OF A CONSENT ORDER

The Consumer Financial Protection Bureau (Bureau) intends to initiate an administrative proceeding against Fifth Third Bank (Respondent), under 12 U.S.C. §§ 5563 and 5565, for its marketing and administration of the debt protection credit card “add-on” product in violation of the Consumer Financial Protection Act of 2010’s prohibition on unfair, deceptive, or abusive acts or practices, 12 U.S.C. §§ 5531, 5536.

Respondent, in the interest of compliance and resolution of the matter, consents to the issuance of a Consent Order substantially in the form of the one to which this Stipulation and Consent to the Issuance of a Consent Order is attached (Consent Order), and which is incorporated by reference.

In consideration of the above premises, Respondent agrees to the following:

Jurisdiction

The Bureau has jurisdiction over this matter under Sections 1053 and 1055 of the Consumer Financial Protection Act (CFPA), 12 U.S.C. §§ 5563, 5565.

Consent

Respondent agrees that the Consent Order will be deemed an “order issued with the consent of the person concerned” under 12 U.S.C. § 5563(b)(4), and agrees that the Order will become a final order, effective upon issuance, and will be fully enforceable by the Bureau under 12 U.S.C. §§ 5563(d)(1) and 5565.

Respondent voluntarily enters into this Stipulation and Consent to the Issuance of a Consent Order.

The Consent Order resolves only Respondent’s potential liability for law violations that the Bureau asserted or might have asserted based on the practices described in Section V of the Consent Order, to the extent such practices occurred before the Effective Date and the Bureau knows about them as of the Effective Date. Respondent acknowledges that no promise or representation has been made by the Bureau or any employee, agent, or representative of the Bureau, about any liability outside of this action that may have arisen or may arise from the facts underlying this action or immunity from any such liability.

Respondent agrees that the facts described in Section V of the Consent Order will be taken as true and be given collateral estoppel effect, without further proof, in any proceeding before the Bureau based on the entry of the Consent Order, or in any subsequent civil litigation by the Bureau to enforce the Consent Order or its rights to any payment or monetary judgment under the Consent Order, such as a non-dischargeability complaint in any bankruptcy case.

The terms and provisions of this Stipulation and the Consent Order will be binding upon, and inure to the benefit of, the parties hereto and their successors in interest.

Respondent agrees that the Bureau may present the Consent Order to the Bureau Director for signature and entry without further notice.

Waivers

Respondent, by consenting to this Stipulation, waives:

Any right to service of the Consent Order, and agrees that issuance of the Consent Order will constitute notice to the Respondent of its terms and conditions;

Any objection to the jurisdiction of the Bureau, including, without limitation, under section 1053 of the Dodd-Frank Act;

The right to seek any administrative or judicial review of the Consent Order;

Any claim for fees, costs or expenses against the Bureau, or any of its agents or employees, and any other governmental entity, related in any

way to this enforcement matter or the Consent Order, whether arising under common law or under the terms of any statute, including, but not limited to the Equal Access to Justice Act and the Small Business Regulatory Enforcement Fairness Act of 1996; for these purposes, Respondent agrees that Respondent is not the prevailing party in this action because the parties have reached a good faith settlement;

Any other right to challenge or contest the validity of the Consent Order;

Any right to claim bias or prejudgment by the Director based on the consideration of or discussions concerning settlement of all or any part of the proceeding.


FIFTH THIRD BANK BY:

/s/ Chad Borton				09/24/2015

Chad Borton				Date
Executive Vice President
Fifth Third Bank