8-K

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): March 17, 2014

FIFTH THIRD BANCORP

(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))

Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics

On March 17, 2014, Fifth Third Bancorp’s Board of Directors approved and adopted the amended and restated Fifth Third Bancorp Code of Business Conduct and Ethics attached hereto as Exhibit 14 and which is also available on Fifth Third’s website at www.53.com. The Code of Business Conduct and Ethics is applicable to all employees of Fifth Third Bancorp and its subsidiaries and affiliates, including but not limited to Fifth Third’s principal executive officer, principal financial officer, principal accounting officer and controller. The revisions to the Code of Business Conduct and Ethics do not result in any waiver to any officer or employee of Fifth Third, explicit or implicit, from any provision of the Code of Business Conduct and Ethics as in effect prior to the Board’s action to amend and restate the Code of Business Conduct and Ethics. The changes to the Code of Business Conduct and Ethics align it with Fifth Third’s Vision, Purpose, and Value Propositions and its Core Values, as well as clarify certain expectations of transparency, compliance, and the avoidance of self–dealing. The changes also serve to streamline the Code of Business Conduct and Ethics and coordinate its provisions with current practices and other policies of Fifth Third.

Item 8.01 Other Events

On March 17, 2014, the Fifth Third Bancorp’s Board of Directors also approved changes to its committee structure and certain corporate governance documents in order to further enhance its corporate governance practices.

Specifically, the Board:

1. eliminated its Trust Committee and revised the Charter of its Risk and Compliance Committee to add oversight responsibilities considering the elimination of the Trust Committee;

2. revised its Corporate Governance Guidelines and the Duty Statement of its Lead Director to remove the requirement that its Lead Director also be the chair of its Nominating and Corporate Governance Committee and clarified the role of the Lead Director; and

3. revised its Code of Business Conduct and Ethics as outlined above.

The amended and restated Charter of the Risk and Compliance Committee, as well as the Fifth Third Bancorp Corporate Governance Guidelines and Position Duty Statement of the Lead Director of the Board of Directors of Fifth Third Bancorp are attached hereto as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, respectively. These documents will also be available on Fifth Third’s website at www.53.com.

Additionally, on March 18, 2014, Fifth Third’s Board of Directors authorized Fifth Third to repurchase up to 100 million shares of its outstanding common stock in the open market or in privately negotiated transactions, and to utilize any derivative or similar instrument to effect share repurchase transactions (including without limitation, accelerated share repurchase contracts, equity forward transactions, equity option transactions, equity swap transactions, cap transactions, collar transactions, floor transactions or other similar transactions or any

combination of the foregoing transactions). This share repurchase authorization replaces the Board’s previous authorization pursuant to which approximately 38 million shares remained available for repurchase by Fifth Third. Fifth Third announced this new authorization in a press release dated March 18, 2014 that is attached hereto as Exhibit 99.4.

Item 9.01 Financial Statements and Exhibits

Exhibit 14	–	Fifth Third Bancorp Code of Business Conduct and Ethics, as amended and restated
Exhibit 99.1	–	Charter of the Risk and Compliance Joint Committee of the Board of Directors of Fifth Third Bancorp and Fifth Third Bank
Exhibit 99.2	–	Fifth Third Bancorp Corporate Governance Guidelines, as amended and restated
Exhibit 99.3	–	Position Duty Statement of the Lead Director of the Board of Directors of Fifth Third Bancorp
Exhibit 99.4	–	Fifth Third Bancorp Press Release dated March 18, 2014

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)
Date: March 21, 2014	By:	MARY E. TUUK
		Mary E. Tuuk, Executive Vice President of Corporate Services and Board Secretary

EX-14

Exhibit 14

FIFTH THIRD BANCORP

Code of Business Conduct and Ethics

Revised March 17, 2014

PURPOSE OF THE CODE OF BUSINESS CONDUCT AND ETHICS

For more than 150 years, Fifth Third has taken pride in our ability to maintain the highest ethical standards while continuing to pursue profitable growth. Protecting our reputation for integrity depends on a shared commitment to our Core Values, including treating everyone - our customers, clients, employees, business partners and the communities we serve - with integrity. Our reason for doing this is not just because it is good for business; we do it because it is the right thing to do.

Accordingly, the purpose of this Code of Business Conduct and Ethics (“Code”) is to communicate our commitment to ethical conduct and to describe our standards for integrity and ethics.

Our Code of Conduct & Ethics policy is grounded in our Vision, Purpose, Value Proposition and our Core Values.

DRIVING TRUE VALUE – Our Vision, Purpose, Value Proposition and Our Core Values as a business approach, builds trusted relationships internally and externally.

Fifth Third Bancorp’s Vision, Purpose and Value Proposition drive us to find better ways to work with each other and with our customers.

Our Vision — to be the One Bank people most value and trust — requires a clear and genuine sense of authenticity. Employees, customers, shareholders and communities must know that Fifth Third conducts all activities with the highest standards and unquestioned integrity. . They have to know by our actions that they can trust us, and we have to show by our actions that we provide something different; something of value. Each employee creates the connections that build value and trust. Our Vision is personal.

Our Purpose is to listen to customers and inspire them with smart financial solutions that continually improve their lives and the well-being of our communities. Relationships are at the heart of our Purpose, and what could be more personal than that? This is not a mere collection of words, but rather a blueprint for how we are to conduct ourselves. We ask questions. We listen. We inspire. We focus on continual improvement — for customers, for communities and for ourselves.

Our Value Proposition is all those things that make us stand out, and again, they start at the personal level. With better listening. With better solutions. With better ideas. With better commitment.

Our Vision, Purpose and Value Proposition reinforce and provide clarity to the themes surrounding business conduct and ethics.

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OUR CORE VALUES

Integrity

Promotes Fifth Third Bancorp’s values and brand, with the highest ethical standards.

Teamwork & Collaboration

Encourages teamwork and partnerships throughout the Bancorp.

Respect & Inclusion

Fosters an engaging and inclusive environment that attracts, retains and grows high-performing teams.

Accountability

Ensures high levels of performance in self and others.

OBJECTIVE

The objective of this Code, which applies to the entire Bancorp, is to ensure that ethics are integrated into all of our business practices, and to articulate our expectations of employees with regard to meeting ethical standards.

It is important to recognize that this Code of Business Conduct and Ethics does not cover every applicable law or answer any question that could arise. This Code is only one component of the policies and procedures relating to conduct, ethics and potential conflicts of interest that govern all of us at Fifth Third.

Expectations

In most situations, we have to rely on our own personal values and integrity in making the right choices. By following both the letter and spirit of this Code of Business Conduct and Ethics and, above all, applying sound judgment, each of us can demonstrate our commitment to our business principles.

We encourage you to ask questions, seek guidance and express any concerns you may have. When in doubt, ask yourself questions such as the following to help you make the right choices:

• Is my action legal? If legal, is it also ethical?

• Are my actions honest in every respect?

• Would I be proud to read about my action in the newspaper?

• Can I defend my action with a clear conscience?

• Are the interests of Fifth Third placed above my personal interests when I take this action?

• Would it be helpful to ask for guidance before taking any action?

• Am I being transparent or am I attempting to conceal my actions?

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Please be aware that your activities outside work may reflect upon the reputation of Fifth Third Bancorp. The Bancorp reserves the right to address such conduct or activities, to protect our reputation in the communities we serve.

This Code of Business Conduct and Ethics applies to all officers, directors and employees of Fifth Third Bancorp, our subsidiaries and our affiliates. All of us must comply with the spirit of these guidelines and not attempt to achieve indirectly, through the use of agents or other intermediaries, what is forbidden directly.

If you are an officer or employee, this Code of Business Conduct and Ethics, including any future amendments, forms part of the terms and conditions of your employment at Fifth Third. This Code is not intended to and does not in any way constitute an employment contract or assurance of continued employment, and does not create any rights for any director, officer, employee, client, supplier, competitor, shareholder or any other person.

This Code shall be periodically reviewed and updated, and subject to approval by the Nominating and Corporate Governance Committee of the Board of Directors. The Audit Committee is charged with overseeing the administration of the Code and enforcement of its provisions. This Code replaces any editions previously provided to you, and your adherence to this Code is required to the same extent as you previously had agreed.

Reporting Violations of the Code of Business Conduct and Ethics

We all have a duty to adhere to this Code of Business Conduct and Ethics and all other existing Fifth Third policies, and to report suspected violations to Fifth Third, including suspected violations by other employees, officers or directors of Fifth Third. We will be held responsible for our actions as well as our decisions not to act.

Violations should be reported, including the relevant facts and any other circumstances or activities that may conflict with this Code of Business Conduct and Ethic, to Fifth Third’s EthicsLine at 1-877-FOR-5353 (1-877-367-5353).

We take each report of violation seriously and will do a careful investigation, protecting confidentiality to the fullest extent possible. Upon determination that a violation has occurred, prompt corrective action will be taken, up to and including termination of employment. Fifth Third reserves the right to seek restitution of compensation as a result of an employee’s intentional or knowing fraudulent or illegal conduct or misconduct, including the making of a material misrepresentation contained in Fifth Third’s financial statements.

Reports will be dealt with anonymously, to the extent possible, and Fifth Third will not accept actions against an individual, taken by anyone at any level in the organization, for doing the right thing and reporting a concern in good faith. Fifth Third forbids retaliation against employees, officers or directors who report violations of this Code of Business Conduct and Ethics in good faith, except for any disciplinary action as determined above for self reported violations, in accordance with established policies.

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Questions

For questions as to whether this Code is applicable to a particular situation, please contact Employee Relations at 513-358-7191 or HR.ERRG@53.com, or the Conflicts Committee ConflictsCommittee@53.com).

Ethical Business Conduct

We must all deal honestly, ethically, fairly and in good faith with Fifth Third’s customers, shareholders, employees, suppliers, regulators, business partners, competitors and others. We may not take unfair advantage of anyone through manipulation, concealment, abuse of privileged or confidential information, misrepresentation, fraudulent behavior or any other unfair dealing practice.

Our Core Values represent the foundation for how we work with each other and with customers and clients. For example,

• If you value integrity and you experience an error in the banking process, you honestly inform your customer of the exact nature of the problem. You discuss your actions to eliminate the problem, and the expected time to resolve the matter. If integrity is not a fundamental value, you may make excuses and mislead the customer.

• If you value teamwork and collaboration, you share information with your team members and proactively collaborate with others to achieve shared goals. If teamwork and collaboration are not fundamental values, you may be unwilling to listen or make a decision without obtaining the appropriate input from others on the team.

• If you value respect and inclusion, you respect and fully integrate ideas from others who are different from you so that you can incorporate varying perspectives and experiences into your work plans or strategies. If respect and inclusion are not fundamental values, you may promote stereotypes and bias towards others or create or feed rumors.

• If you value accountability, you meet your individual and team commitments by organizing your work and managing your time. If accountability is not a fundamental value, you may fail to deliver on your commitments, procrastinate or deliver your work late or not at all.

Management Responsibility

All managers must show a commitment to Fifth Third’s values through their actions and should “model the way” for other employees. They must also promote an environment where compliance is expected and valued, and where employees feel comfortable raising concerns and communicating bad news.

SPECIFIC GOALS

This Code has the goal of providing guidelines relating to conduct, ethics, and conflicts of interest, and includes sections on the following:

• Reporting violations.

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• Ethical business conduct.

• Dealing with Auditors, Examiners and Legal Counsel.

• Protecting and managing conflicts of interest.

• Accurate financial reporting.

• Protection and proper use of Fifth Third assets.

• Protection of confidential and proprietary information.

• Code of Business Conduct and Ethics Training.

POLICY PARAMETERS

Compliance with Laws, Rules, Regulations

A fundamental part of our commitment to integrity is adhering to applicable laws, regulations, and Bancorp policies. We must conduct ourselves at Fifth Third and all of its functions, or when acting on the Bancorp’s behalf, in a manner that is in full compliance with all applicable laws, rules and regulations, as well as with all of Fifth Third’s other policies and procedures. In no case shall an employee, officer or director use illegal (theft, bribery, misrepresentation or espionage) or unethical means or methods when acting on behalf of Fifth Third. Activity or behavior that would be criminally or civilly actionable is deemed not to be in compliance with this Code. Each of us must be committed to following these rules and reporting violations that could put ourselves and the Bancorp at risk.

Employees are expected and required to take appropriate steps to address issues that subject the bank to risk of potential regulatory, reputational or legal harm. Employees must take sufficient steps to reduce the risk(s) to an acceptable tolerance level and must adhere to direction provided by the bank’s Compliance Risk Management team (CRM) and/or Legal team. Willful or knowing non-compliance may lead to disciplinary action up to and including termination.

Questions regarding compliance with laws, rules and regulations should be directed to Fifth Third’s Legal Department or your manager.

Competition

Any business activities that involve any of our competitors should be conducted cautiously. Agreements between competitors relating to prices or allocations of territories or customers are unlawful. Where banking relationships involve loan participants and the like, discussions should be limited to the specific transaction involved. Competitive marketing and bidding activities should be fair and ethical.

Dealing with Auditors, Examiners and Legal Counsel

All employees, officers and directors should respond and deal honestly, factually and candidly with the Bancorp’s independent and internal auditors, regulators and attorneys.

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Protecting and Managing Conflicts of Interest

We all must avoid actual or apparent conflict of interest with Fifth Third or its customers, suppliers and vendors. A conflict situation can arise if we take action or have an interest that may make it difficult to perform our work objectively and effectively. Conflicts of interest also may arise if we or a family member receive improper personal benefits as a result of our positions with Fifth Third.

Certain activities will require approval from the Conflicts Committee, as described below. For information about obtaining approval from the Conflicts Committee, contact the Chairman of the Committee at ConflictsCommittee@53.com.

Corporate Opportunities

As an employee of Fifth Third, you may not (a) take opportunities that are discovered through the use of Fifth Third’s property, information or your position; (b) use Fifth Third’s property, information or position for personal gain; or (c) compete with Fifth Third. Without prior approval of the Conflicts Committee, you are not permitted to participate with customers or suppliers in business ventures, or serve or act as a director, agent, broker or representative of any for-profit company or organization. If the Conflicts Committee approves any such participation or service, you may not have lending authority or other relationship authority for such company or organization and shall resign participation or service if and when it is reasonably likely that such company or organization will default on any loan(s) from Fifth Third or will or has engaged in any other act or wrongdoing which would compromise your duty to Fifth Third.

Personal Work

You may not request or attempt to hire an employee over whom you have direct supervisory responsibility for outside work that is unrelated to the employee’s work responsibilities and that is of personal benefit to you or your immediate family.

Special Work Assistance

You may not request or attempt to hire an employee or non-employee to perform work for the Bancorp that is part of our direct work responsibilities unless such hiring activity is conducted in compliance with established Human Resources policies and procedures and is approved by your manager.

Gifts or Bequests

Federal law (including the Federal Bank Bribery Act) makes it a criminal offense for you (1) to solicit for yourself or for a third party (other than Fifth Third) anything of value from anyone in return for any business, service or confidential information from Fifth Third or about Fifth Third or its customers, or (2) to accept anything of value (other than authorized compensation) from anyone in connection with the business of Fifth Third, either before or after a transaction is discussed or consummated. Any gift or gratuity from present or former customers, suppliers or shareholders should be declined to avoid any appearance of impropriety or undue influence, with the following exceptions:

• Ordinary business meals or events.

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• Modest holiday gifts.

• Gifts based upon a family relationship or close personal relationship pre-dating your involvement with Fifth Third.

• Acceptance of loans from other banks or financial institutions on terms generally available to the public at large.

• Acceptance of discounts or rebates on merchandise or services on terms generally available to the public at large or on terms generally available to Fifth Third employees.

• Single event sports or entertainment tickets.

These permissible gifts or gratuities should only be accepted when it is clear the donor is not trying to exert any influence in connection with a transaction involving Fifth Third, and the gift or gratuity is unsolicited. Travel and lodging expenses must be covered by Fifth Third and not by customers or suppliers. Any gift, rebate or benefit outside of these limited exceptions must be rejected or approved in advance by the Conflicts Committee.

If you become aware that you are a beneficiary of a gift or bequest under a will or trust agreement of a customer or former customer or supplier of goods or services (other than someone related by blood or marriage), you should promptly report it to the Conflicts Committee and take all reasonable steps to have the will or trust instrument amended to remove yourself as a beneficiary. Likewise, you may not accept a bequest or devise from a customer or former customer or supplier of goods or services without prior approval of the Conflicts Committee.

Investments

We should make personal investments with prudence and avoid situations that might influence our business judgment or advice. In addition, we should avoid the following:

• Any investment if Fifth Third is an underwriter or placement agent in the offering or if one of the underwriters, placement agents or other investment banks involved in the offering is providing, has provided, or may likely provide in the future, products or services to or for Fifth Third unless the transactions are conducted on arms-length terms with no possibility for a conflict of interest.

• You should avoid any substantial investment in the business of a customer, supplier or competitor unless the security is publicly traded on a national exchange and there is no possibility for a conflict of interest. A substantial investment is an investment which gives you potential influence over the company’s decisions.

• Any investment in an initial public offering of any company if Fifth Third is an underwriter or if one of the underwriters or other investment banks involved in the offering is providing, has provided, or may likely provide in the future, products or services to or for Fifth Third.

• Use of confidential or proprietary information or work product developed or acquired during the course of employment as a means of realizing any personal gain. You should only make investments that comply with both this Code and any other Fifth Third policies or procedures to which you are subject in your employment capacity.

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Recommendation of Professionals or Products

If a recommendation is requested from you in your capacity as a Fifth Third employee regarding professional services such as accountants, attorneys, investment bankers, Realtors or insurance agents or regarding products to be leased or purchased, you should not recommend any specific professional, supplier or product unless, in every case, you:

• Give several professionals or products without indicating any favoritism.

• Are familiar with the work and competence of all of the professionals you name and are satisfied that they are competent and ethical.

• Are familiar and satisfied with the quality of all the products and services you name.

• Believe that the recommendation will reflect positively upon Fifth Third.

You should avoid recommending a professional, supplier or product if you or a member of your immediate family receives personal benefits as a result of your recommendation.

Use of Suppliers

We should avoid recommending or using our positions to influence the use of a supplier if we or members of our immediate family receive any personal benefits as a result of our recommendation. A request for waiver may be submitted to the Conflicts Committee.

Civic and Charitable Activities

If you become a director or trustee of an outside not-for-profit organization, the CRA manager in the applicable market or the director of community outreach in the CRA office in Cincinnati should be notified. We encourage volunteer work and responsible civic work for not-for-profit organizations, provided it does not unduly interfere with job responsibilities or pose a conflict of interest to Fifth Third or our customers.

Politics

Fifth Third is prohibited from engaging in politics, but understands and acknowledges that, as an employee, you may participate in political activities through contributions of time or money in your individual capacity (including contributions to the Fifth Third Political Action Committee) unless restricted by applicable securities or other laws, rules or regulations or the requirements of any other regulatory authority. Prior approval by the Conflicts Committee, however, must be obtained before an appointment or nomination to any public office is accepted, or before you become a candidate for public office. In making a determination, the Conflicts Committee will consider a variety of factors, including the level of interference with Fifth Third job responsibilities, compliance requirements, and conflicts of interest (including alienation of customers). The Conflicts Committee will not base a decision on the party affiliations of the potential candidate.

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Other Activities

Without prior approval from the Conflicts Committee, you may not act as:

• An agent, deputy or in any signing capacity on any account of another (except for members of your family or a civic or charitable association of which you are a member). Therefore, you may act as an agent, deputy or in a signing capacity on an account of a family member or a civic or charitable association of which you are a member, but you may not have check signing authority on a Fifth Third account and must abstain from voting on any matters pertaining to Fifth Third.

• A fiduciary under a will or trust agreement of another not related by blood or marriage.

Conflicts Committee approval is not required if your fiduciary capacity is clearly within the scope of their employment (e.g., you are acting in the capacity as a trust officer).

Self-dealing

Self-dealing occurs when a Fifth Third employee conducts business or requests that another employee conduct business in a manner that places the employee’s personal interests above the interests of Fifth Third, regardless of whether the Fifth Third employee receives monetary benefit. You are prohibited from engaging in conduct that constitutes self-dealing unless such action is specifically permitted under this policy.

As an employee, you are expected to conduct your own business activities as well as business activities with family members and personal friends in a manner in which you place the interests of Fifth Third above the personal interests of yourself, your family and your personal friends.

All personal transactions and transactions related to your family members, defined as any relative or step-relative as distant as a first cousin plus spouses, fiancés, domestic partners, former spouses, in-laws and those living in the same household as you (except for certain brokerage transactions specifically governed by Fifth Third Securities, Inc. policies), including, but not limited to personal loans, lines of credit, increases to existing credit lines, commercial loans, mortgage loans, checking accounts, certificates of deposit, investment accounts or credit accounts shall be processed by a disinterested third-party employee in accordance with Fifth Third policies, and deposit rates shall not be assigned to any such accounts that are outside of Fifth Third’s established methods and practices. Any attempt to profit personally outside of Fifth Third’s established compensation system may be considered theft and/or violation of this policy. You may not request that another Fifth Third employee complete an action prohibited by this policy which is located in the Employee Policy Manual.

You are expected to manage your Fifth Third accounts in accordance with this policy. Reversals of service fees, late payment charges and other charges to your account shall be processed by a disinterested third-party employee, who has responsibility through normal customer channels for such matters, if such third-party employee does not report directly or indirectly to you if you have requested the reversal. Reversals of service fees, late payment charges and other charges to

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your account can also be made with prior approval from your manager in accordance with the appropriate business policies and/or process. Failure to adhere to these provisions are general examples of self-dealing activities and as such are subject to performance counseling up to and including termination.

Specific examples of self-dealing activities with respect to each of us (in our capacity as employees) include, but are not limited to, the following:

• Waiving or reversing fees, service charges, or overdraft fees on your own or those of your family members or personal friends, accounts, loans, or investments.

• Making the credit decision or instructing a subordinate to make a credit decision on a request for credit applied for by us or that of our family members or personal friends.

• Initiating unwarranted stop-payment requests.

• Providing ourselves, family members or personal friends with loans that they would not normally qualify for and/or interest rates below the standard rate.

• Posting unsupported or unauthorized credits to our own account or to the accounts of our family members or personal friends.

• Manipulating accounts belonging to us and any other clients that employ our family members or personal friends. Cashing our own check(s) through our own Customer Service Representative drawer or a drawer over which we have supervision (for Retail employees).

• Increasing credit lines or overdraft protection lines for ourselves, family members or personal friends.

• Taking over customer accounts by changing the address or other relevant information to control the account.

• Accessing or using confidential customer or employee information for our personal benefit or without a business purpose.

• Manipulating our own investment accounts for personal gain outside of normal customer channels.

• Manipulating Fifth Third policies or systems for personal gain, including, without limitation, attempting to bypass Fifth Third’s established reimbursement policies for the purpose of reimbursing business expenses.

• Committing, attempting or assisting another in any type of theft or fraud.

• Committing any act or making any statement in an attempt to cover up any theft or fraud.

• Circumventing internal controls

Accurate Reporting

It is of critical importance that Fifth Third’s filings with the Securities and Exchange Commission, banking regulators and other regulatory agencies and authorities as well as our other public communications be complete, fair, accurate, timely and understandable/transparent. Fifth Third has a Disclosure Committee and Disclosure Committee Guidelines that govern filings and disclosures. Depending on your position with Fifth Third, you may be called upon to provide necessary information to assure that Fifth Third’s filings and public reports meet these standards. You must be candid and accurate when providing information for these documents and never make false or misleading entries, and must provide prompt, accurate answers to inquiries from the Disclosure Committee or Bancorp management related to Fifth Third’s filing and public disclosure requirements.

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Fifth Third’s books, records and accounts shall accurately and fairly reflect the transactions of Fifth Third in reasonable detail and in accordance with Fifth Third’s accounting practices and policies.

For example:

• No false or deliberately inaccurate entries (such as overbilling) shall be made for any reason.

• No payment shall be made with the intention or understanding that all or any part of it is to be used for any purpose other than that described by the documents supporting the payment.

• No undisclosed or unrecorded funds or assets shall be established for any purpose unless permitted by applicable laws, rules and regulations and applicable accounting guidelines.

• No false or misleading statements, written or oral, shall be made to any internal or external accountant, auditor, attorney, regulator or other representative with respect to preparation of Fifth Third’s financial statements or documents to be filed with the Securities and Exchange Commission, banking regulators or other governmental authorities or regulatory bodies.

Questionable or Improper Payments

The use of any funds or assets of Fifth Third for any unlawful or improper gifts, payments to customers, government employees or other third parties is strictly prohibited.

The Foreign Corrupt Practices Act (“FCPA”) as well as other laws and regulations, broadly prohibits U.S. firms and persons from offering money or “anything of value” to any foreign or domestic government official for the purpose of influencing such official. The consequences of violating the FCPA are extremely severe, including possible civil and criminal penalties for both Fifth Third and individuals. In the United States, nothing of value (for example, gifts or entertainment) may be provided to government personnel unless clearly permitted by law and any applicable regulation.

Therefore, no payment from Fifth Third’s funds or assets shall be made to or for the benefit of a representative of any foreign or domestic government (or subdivision thereof), labor union or any current or prospective customer or supplier for the purpose of improperly obtaining a desired government action, or any sale, purchase, contract or other commercial benefit. This prohibition applies to direct or indirect payments made through third parties and employees and also is intended to prevent bribes, kickbacks or any other form of payoff.

Under the FCPA, so-called “facilitating payments” made in foreign or domestic countries to low-level government employees may be permissible in certain circumstances. All such payments must be pre-authorized by Fifth Third’s Legal Department.

Commercial business entertainment provided by Fifth Third for suppliers or customers that is reasonable in nature, frequency and cost is permitted. Reasonable business entertainment would cover, for example, a lunch, dinner or occasional athletic or cultural event, or gifts of nominal value (approximately $100 or less). At all times, we must remain within the limits of the FCPA as well as other laws.

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Protection and Proper Use of Fifth Third Assets

Fifth Third assets – such as information, materials, supplies, time, intellectual property, software, hardware and facilities, among other property – are valuable resources owned, licensed or otherwise belonging to Fifth Third. You are expected to treat the property of Fifth Third with care and should not remove it from Fifth Third premises without a supervisor’s approval. Fifth Third’s property should only be used for legitimate business purposes. Personal use of Fifth Third’s electronic devices including telephones and computers is permitted in extremely limited circumstances only if, in the opinion of your manager, the use does not interfere with your job responsibilities and the use does not compromise your duty of loyalty to Fifth Third. Any work product of an employee is the property of Fifth Third if it is the result of work performed while at work or with Fifth Third property.

What Constitutes Confidential Information

All oral and written communications relating to Fifth Third or our customers, suppliers, shareholders and other employees of Fifth Third, which you acquire during the scope of your employment and which is not otherwise available to the general public, constitutes confidential information. This includes not only information you acquire from third parties but also any work product you generate as an officer, director or employee of Fifth Third including, for example, customer and prospect lists and computer programs. You should assume that any such work product or materials are confidential information subject to the policies and restrictions on use and disclosure outlined in this Code.

What Constitutes Proprietary Information

Certain types of information may not be confidential but may still be proprietary property of Fifth Third. You acknowledge that while employed by Fifth Third, all work products that you produce are and shall remain the sole and exclusive property of Fifth Third. Even though information such as customer and prospect names, presentation materials, marketing materials, product information or business methods of processes may otherwise be available to the general public, it remains the property of Fifth Third and individual employees shall have no personal rights to such information or products either during or after employment with Fifth Third.

Customer/Supplier Information

We also all have an obligation to keep confidential any information acquired with respect to present, past or prospective customers and suppliers, shareholders and other employees of Fifth Third. Any such information shall be used solely for banking or corporate purposes and shall under no circumstances be revealed to unauthorized persons, whether within or outside of Fifth Third. Aside from business-related credit and personal inquiries, information concerning a customer, employee, shareholder or a business transaction may be revealed to outsiders only with the consent of the individual or entity involved, or pursuant to proper subpoena, court order or other legal process.

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Information Security

It is the policy of Fifth Third to protect its systems and data by controlling access to such systems and data through a central Information Security Department. This department, which is segregated from users and programming areas, establishes, documents and administers data security policies, procedures and controls, and access to Fifth Third systems and data must be authorized accordingly.

Fifth Third’s data processing systems and data are private and confidential, and you may only access or update the systems and data according to the authority given to you. Any unauthorized access, update or use of Fifth Third systems or data is strictly prohibited. Further, you are responsible for protecting the integrity of all systems and data for which you are authorized to access or update, and may only divulge information related to such systems or data to those having an authorized business requirement. Under no circumstances should you communicate their identification and/or password to others, as access to such systems or data could be compromised.

Use of Cameras, Smart Phones, or Audio Equipment

We are prohibited from engaging in the following activities:

• Using cameras (traditional, digital or video), taking pictures with “Photo Capable Cell Phones or Camera Phones” or making audio recordings on Bank premises unless for security purposes approved by your manager or in the course of capturing photos of receipts for Concur Expense Reports. This includes taping conversations of employees or customers without their knowledge or permission, and without the approval of your manager.

• Photographing any customer information at any time for any reason unless such action is taken in connection with an approved investigation by Bank Protection or Legal Department.

Information Disclosure Policy

We are required to follow Fifth Third’s Information Disclosure Policy. This policy deals with the handling of information about Fifth Third and the companies with which we transact business, as well as trading in stock or other securities issued by Fifth Third or companies with which we transact business.

Records Retention

We are expected to become familiar with Fifth Third’s policies regarding records retention and to strictly adhere to those procedures as outlined in the applicable policies.

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Waivers

Any material waivers of this Code for executive officers or directors of Fifth Third Bancorp may be made only by the Board of Directors of Fifth Third upon the recommendation of the Audit Committee, and must be promptly filed and/or disclosed to the public as required by all applicable securities or other laws rules or regulations or the requirements applicable to Nasdaq Global Select Market issuers or such other exchange or system upon which Fifth Third’s securities are listed, quoted or traded. Any waivers of this Code for other personnel may be made by the Conflicts Committee as outlined in this Code. Waiver of a specific provision of this Code with respect to an individual shall not operate as a waiver of that individual’s compliance with other requirements of this Code.

Code of Business Conduct and Ethics Training

You must participate in ongoing training related to this Code as required based on your position and responsibilities.

SUPPORTING/RELATED POLICIES

Following is a list of the principal policies and reference materials available in support of this Code of Business Conduct and Ethics:

• Workplace Violence Policy.

• Electronic Communications Policy.

• Records Retention Policy.

• Harassment Policy.

• Diversity Policy.

• Employees’ Expectations of Privacy.

• Respecting Intellectual Property.

• Responding to Media Inquiries.

• Information Disclosure Policy.

• Self-Dealing Policy

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Definitions

“Employee’s personal interests” - The interests of the employee, any member of the employee’s family, or personal friends.

“Family” - as any relative or step-relative as distant as a first cousin plus spouses, fiancés, domestic partners, former spouses, in-laws and those living in the same household as you (except for certain brokerage transactions specifically governed by Fifth Third Securities, Inc. policies),

“Self-dealing” - Self-dealing occurs when a Fifth Third employee conducts business or requests that another employee conduct business in a manner that places the employee’s personal interests above the interests of Fifth Third, regardless of whether the Fifth Third employee receives monetary benefit.

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ACKNOWLEDGMENT

To reaffirm their commitment to Fifth Third’s Core Values and business principles, Fifth Third requires that officers, employees and directors acknowledge this Code of Business Conduct and Ethics.

I hereby acknowledge that I have read, understand and agree to conduct myself in the scope of my employment in accordance with the Fifth Third Code of Business Conduct and Ethics including, without limitation, the Self-Dealing Policy.

I further agree that it is my responsibility to promote compliance with the policies and guidelines set forth in the Code of Business Conduct and Ethics (including the Self-Dealing Policy). and to report violations of the same.

Signature:

Print Name:

Date:

Revised March 17, 2014

EX-99.1

Exhibit 99.1

As Approved by the Board of

Directors on March 17, 2014

CHARTER

OF THE

RISK AND COMPLIANCE JOINT COMMITTEE

OF THE

BOARDS OF DIRECTORS OF

FIFTH THIRD BANCORP

AND

FIFTH THIRD BANK

I. AUTHORITY AND MEMBERSHIP

The Committee shall be a joint committee of the Boards of Directors of Fifth Third Bancorp (the “Corporation”) and of Fifth Third Bank, an Ohio corporation (the “Bank”). The Committee initially, and at all times thereafter, will be comprised of at least three members, at least one of whom must be a director of the Bank. The Committee may increase the number of Members from time to time thereafter. In connection with each such increase, the Committee shall determine whether the additional member(s) shall be from the Board of Directors of the Corporation or from the Board of Directors of the Bank. Regardless of the number of members that the Committee may have, at all times the Committee shall be comprised solely of members who meet all of the following eligibility criteria:

• The member must satisfy the independence requirements applicable to Nasdaq Global Select Market issuers or such other exchange or system upon which the Corporation’s securities are listed, quoted and/ or traded (“Nasdaq”) and any standards of independence as may be prescribed for purposes of any federal securities, tax, banking or other laws relating to the Committee’s duties and responsibilities.

• The member must not be an executive officer as defined in Regulation O of the Board of Governors of the Federal Reserve (12 C.F.R. Section 215.2(e)(1)) of the Corporation, the Bank or any other direct or indirect subsidiary of the Corporation (collectively, “Fifth Third”).

• The member must not be an employee, officer, a former officer or an “affiliated person” of Fifth Third.

• The member must not directly or indirectly own more than ten percent (10%) of the outstanding shares of the Corporation’s common stock or any other class of the Corporation’s capital stock as may be outstanding from time to time.

• The member must not serve as an executive officer or policy making officer of any entity that owns own more than ten percent (10%) of the outstanding shares of the Corporation’s common stock or any other class of the Corporation’s capital stock as may be outstanding from time to time.

Director’s fees are the only compensation that a Committee member may receive directly or indirectly from or on behalf of Fifth Third.

The members of the Committee representing the Corporation shall be recommended by the Corporation’s Nominating and Corporate Governance Committee and approved by the entire Board. The members of the Committee representing the Bank shall be recommended and approved by the Bank’s entire Board. The members of the Committee shall serve until their successors are duly elected and qualified by the respective Board that appointed such member.

The Committee’s membership shall be such that, in the judgment of the Corporation’s Nominating and Corporate Governance Committee as approved by the full Board, it has the experience, expertise and judgment necessary to evaluate the information and reports presented to the Committee by Management with respect to the responsibilities under this Charter.

The Committee will elect one of its members to serve as Committee Chair. The Committee may also appoint a Secretary, who need not be a Director. The Secretary shall keep detailed minutes of each Committee meeting. A majority of the members of the Committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present, shall be the act of the Committee. In the absence of a quorum, a majority of the members of the Committee present may adjourn any meeting, from time to time, until a quorum is present. No notice of any adjourned meeting need be given other than by announcement at the meeting that is being adjourned.

The Committee has the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting or other advisors. The Committee shall also have the authority, to the extent it deems necessary or appropriate, to ask the Corporation and/or the Bank to provide the Committee with the support of one or more Fifth Third employees to assist it in carrying out its duties. The Corporation shall provide for appropriate funding, as determined solely by the Committee, for payment of compensation to any advisors employed by the Committee. The Committee may request any officer or employee of Fifth Third or the Corporation’s outside counsel or other advisors to attend a meeting of the Committee or to meet with any members of, or consultant to, the Committee.

II. PURPOSE OF THE COMMITTEE

The Committee’s primary purposes are to:

• Oversee management’s compliance with all of Fifth Third’s regulatory obligations arising under applicable federal and state banking laws, rules

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and regulations, including any terms and conditions required from time to time by any action, formal or informal, of the Board of Governors of the Federal Reserve, the Federal Reserve Bank of Cleveland, the Consumer Financial Protection Bureau, the Office of the Comptroller of the Currency, or any other federal or state banking regulatory agency or authority (each a “Banking Regulator”), and any responses of management to any inquiries from any applicable Banking Regulator;

• Oversee management’s development and implementation of a Risk Appetite Framework, with an enterprise view of risk capacity, risk appetite, risk tolerances, risk targets and risk limits, and which is further supported by the Enterprise Risk Management Framework;

• Oversee management’s implementation of an Enterprise Risk Management Framework, including the implementation of consistent processes for identifying, assessing, managing, monitoring and reporting risks of all types, including the categories of credit risk, market risk, liquidity risk, operational risk, regulatory compliance risk, legal risk, reputation risk and strategic risk;

• Oversee the fiduciary activities and fiduciary policies of the Corporation and its bank subsidiaries; and

• Ensure that risk processes are supported by a risk governance structure that includes Board oversight, policies, risk limits, and risk committees, and further by a culture that supports risk management objectives and reflects a model of shared accountability between the Enterprise Risk Management Division, lines of business, affiliates and support functions.

III. RESPONSIBILITIES OF THE COMMITTEE

A. Charter Review

The Committee shall:

• Review and reassess the adequacy of this charter annually and recommend to the Board any proposed changes to this charter; and

• Publicly disclose the charter and any such amendments at the times and in the manner required by the SEC and/or any other regulatory body or stock exchange having authority over the Corporation, and in all events post such charter and amendments to the Corporation’s website.

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B. Compliance Oversight

The Committee shall:

• Ensure that the Corporation is taking appropriate measures to address all existing regulatory requirements, and new requirements that may be enacted hereafter, including those under the Bank Holding Company Act, the Patriot Act, the Bank Secrecy Act and similar laws, rules and regulations;

• Become familiar with the terms and conditions of any and all orders, Memoranda of Understanding, Written Agreements, other agreements, supervisory letters or similar actions of any Banking Regulator (“Orders”) and Fifth Third’s responsibility to comply with such Orders;

• Review management progress in taking the appropriate steps within acceptable timeframes, to comply with the requirements of the terms of any Order;

• Review and ensure proper and timely management response to all issues identified in all external examinations of Fifth Third’s regulatory and risk management functions as may be undertaken from time to time as directed by the Committee;

• Work with the Audit Committee of the Corporation’s Board of Directors to ensure that any and all audit related deficiencies identified in any audit or Order are properly addressed and that the Audit Committee is informed of management’s progress in responding to any audit or Order;

• Review management reporting to all Banking Regulators and to serve as a contact point as needed for any applicable Banking Regulator with respect to all matters relating to any Order; and

• Review and approve the broad policies submitted by management that are designed to comply with the terms of any Order or applicable laws, rules and regulations or under the Enterprise Risk Management Framework.

C. Risk Management

1. General

The Committee shall:

• Periodically review and approve the Corporation’s Risk Appetite Framework, including overseeing the development of appropriate risk capacity, risk appetite, risk tolerances, risk targets and risk limits;

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• Periodically review and approve the Corporation’s Enterprise Risk Management Framework, including the development of effective policies, processes and programs to ensure risks are properly managed and controlled, and within Fifth Third’s risk appetite as approved by the Board of Directors;

• Ensure that the Corporation is taking appropriate measures to apply consistent methodologies for identifying, assessing, managing, monitoring and reporting risk to the Corporation including the categories of credit risk, market risk, liquidity risk, operational risk, regulatory compliance risk, legal risk, reputation risk and strategic risk;

• Regularly review reporting that provides a high-level dashboard view of the inherent risk, adequacy of controls and residual risk by risk category and comparison of residual risk to risk tolerance for each risk category; key risk indicators; key risk limits; top risk issues; forward-looking opportunities and risks; key initiatives; and risk appetite; and

• Review information relating to compliance with both external regulations and internal policies regarding all risk categories.

2. Liquidity Risk

• Management shall develop and maintain an Asset Liability Management Policy (the “ALM Policy”) and a Liquidity Risk Management Policy (the “LR Policy), which policies shall be discussed by the Committee with management. Following such discussion, and after taking into consideration any matters as the Committee may deem advisable and appropriate, including management’s recommendation, the Committee shall annually recommend the ALM Policy and the LR Policy to the Boards of Directors of the Corporation and the Bank for approval. In addition, the Committee may authorize management to develop and implement any additional detailed policies and procedures relating to liquidity risk as may be consistent with the ALM Policy and the LR Policy.

• The Committee shall review the Corporation’s capital position and liquidity position under clearly defined stress tests contained in the Corporation’s Contingency Funding Plan and Capital Contingency Plan.

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3. Market Risk

• Management shall develop and maintain an Asset Liability Management Policy (the “ALM Policy”) and a Market Risk Management Policy (the “MR Policy), which policies shall be discussed by the Committee with management. Following such discussion, and after taking into consideration any matters as the Committee may deem advisable and appropriate, including management’s recommendation, the Committee shall annually recommend the ALM Policy and the MR Policy to the Boards of Directors of the Corporation and the Bank for approval. In addition, the Committee may authorize management to develop and implement any additional detailed policies and procedures relating to market risk as may be consistent with the ALM Policy and the MR Policy.

• The Committee shall review the Corporation’s market risk resulting from the Corporation’s trading activity; market risk limits for each risk type; and trends affecting the various markets and products to which the Corporation has exposure. This review may include such analyses as value at risk (VaR) calculations, historical scenario analysis as well as forward-looking stress tests and limit monitoring.

4. Credit Risk

• Management shall develop and maintain a Lending and Equity Investing policy (the “L&I Policy”) and a Credit Risk Management Policy (the “CR Policy”), which policies shall be discussed by the Committee with management. Following such discussion, and after taking into consideration any matters as the Committee may deem advisable and appropriate, including management’s recommendation, the Committee shall annually recommend the L&I Policy and the CR Policy to the Boards of Directors of the Corporation and the Bank for approval. In addition, the Committee may authorize management to develop and implement any additional detailed policies and procedures relating to credit risk as may be consistent with the L&I Policy and the CR Policy.

• The Committee shall review matters relating to specific portfolios and/or specific industries, particularly those with high risk; large borrower exposure; non-performing assets of the Corporation, charge-offs and the level and adequacy of the allowance for loan and lease losses; corporate limits on lending, such as industry concentration limits, product limits and underwriting policies; and trends in the economy in general and in the lending industry in particular relating to credit risk.

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• The Committee shall, from time to time, receive reports and information from the Corporation’s Credit Risk Review Department, including an annual examination/review schedule prepared by Credit Risk Review, as well as information regarding the independence of Credit Risk Review. The Director of Credit Risk Review shall report directly to the Committee and, administratively, to the Audit Division. The Committee shall also be entitled to request such other reports and information, including relevant forecast information, as it may deem desirable and appropriate from external or internal sources, including from other committees of the Boards of Directors, and shall similarly provide access to its reports and information.

5. Operational Risk

• Management shall develop and maintain an Operational Risk Management Policy (the “OR Policy”), which policy shall be discussed by the Committee with management. Following such discussion, and after taking into consideration any matters as the Committee may deem advisable and appropriate, including management’s recommendation, the Committee shall annually recommend the OR Policy to the Boards of Directors of the Corporation and the Bank for approval. In addition, the Committee may authorize management to develop and implement any additional detailed policies and procedures relating to operational risk as may be consistent with the OR Policy.

• The Committee shall review management reports relating to operational risk issues in areas including but not limited to: fraud; development of material products and services; execution, delivery and process management; acquisition integration issues; technology risks and technology strategies; business disruption and system failures; and business practices generally.

6. Legal Risk

• Management shall develop and maintain a Legal Risk Management Policy (the “Legal Risk Policy”), which policy shall be discussed by the Committee with management. Following such discussion, and after taking into consideration any matters as the Committee may deem advisable and appropriate, including management’s recommendation, the Committee shall annually recommend the Legal Risk Policy to the Boards of Directors of the Corporation and the Bank for approval. In addition, the Committee may authorize management

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to develop and implement any additional detailed policies and procedures relating to legal risk as may be consistent with the Legal Risk Policy.

• The Committee shall review management reports relating to legal risk issues in areas including but not limited to: material litigation, legal settlements and defense complaints.

7. Reputation Risk

• Management shall develop and maintain a Reputation Risk Management Policy (the “RR Policy”), which policy shall be discussed by the Committee with management. Following such discussion, and after taking into consideration any matters as the Committee may deem advisable and appropriate, including management’s recommendation, the Committee shall annually recommend the RR Policy to the Boards of Directors of the Corporation and the Bank for approval. In addition, the Committee may authorize management to develop and implement any additional detailed policies and procedures relating to reputation risk as may be consistent with the RR Policy.

• The Committee shall review management reports relating to reputation risk issues in areas including but not limited to: customer complaint trends, corporate reputation, and media tracking.

8. Strategic Risk

• Management shall develop and maintain a Strategic Risk Management Policy (the “SR Policy”), which policy shall be discussed by the Committee with management. Following such discussion, and after taking into consideration any matters as the Committee may deem advisable and appropriate, including management’s recommendation, the Committee shall annually recommend the SR Policy to the Boards of Directors of the Corporation and the Bank for approval. In addition, the Committee may authorize management to develop and implement any additional detailed policies and procedures relating to strategic risk as may be consistent with the SR Policy.

• The Committee shall review management reports relating to strategic risk issues in areas including but not limited to: financial and strategic planning; mergers, acquisitions and divestitures; and industry trends.

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9. Regulatory Compliance Risk

• Management shall develop and maintain a Regulatory Compliance Risk Management Policy (the “RC Policy”), which policy shall be discussed by the Committee with management. Following such discussion, and after taking into consideration any matters as the Committee may deem advisable and appropriate, including management’s recommendation, the Committee shall annually recommend the RC Policy to the Boards of Directors of the Corporation and the Bank for approval. In addition, the Committee may authorize management to develop and implement any additional detailed policies and procedures relating to regulatory compliance risk as may be consistent with the RC Policy.

• The Committee shall review management reports relating to regulatory compliance risk issues in areas including but not limited to: new regulations and their impact, information safeguarding, anti-money laundering, and fair lending.

10. Fiduciary Activities

• The Committee is responsible for exercising general supervision over the exercise of the trust and other fiduciary powers of the Corporation, the Bank and their subsidiaries. In this capacity, the Committee will review and approve new trust accounts identified under the Corporation’s policies as high-risk accounts and business initiatives by the investment advisors division. In discharging their responsibilities, the Committee shall review periodic reports from designated management committees regarding the fiduciary activities of the Bank and other subsidiaries.

• The Committee is responsible for the overall oversight of the fiduciary structure of the Corporation. In this regard, the Committee shall review and approve the policies and controls for each subsidiary including the Bank. The Committee shall review the reports from the management committees identifying significant trust and other fiduciary issues including internal audit results, internal compliance reports, internal investment reviews, regulatory exam results and material litigation.

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D. General

The Committee shall:

• Act completely independent of management and shall have the power and authority to contract with third parties for advice or to accomplish the terms or purpose of any Order; meet as a Committee with or without the presence of any member of senior management as determined to be necessary by the Committee; and meet with any third party, including any Banking Regulator or other regulatory agencies, without the presence of senior management as desired by the Committee;

• Form and delegate authority to subcommittees when appropriate;

• Retain and terminate any risk management or other consultant to be used to assist in the evaluation of Fifth Third’s risk management and compliance activities by the Committee; have sole authority to approve such consultant’s fees and other retention terms; and have authority to obtain advice and assistance from internal or external legal, accounting or other advisors;

• Report to the respective Boards of both the Corporation and the Bank on the Committee’s activities at each such Board meeting; and

• Annually review the performance of the Committee.

In performing their responsibilities, Committee members are entitled to rely in good faith on information, opinions, reports or statements prepared or presented by:

• One or more officers or employees of Fifth Third whom the Committee member reasonably believes to be reliable and competent in the matters presented;

• Counsel, independent auditors, or other persons as to matters which the Committee member reasonably believes to be within the professional or expert competence of such person; or

• Another committee of the Board of either the Corporation or the Bank as to matters within its designated authority which committee the Committee member reasonably believes to merit confidence.

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EX-99.2

Exhibit 99.2

FIFTH THIRD BANCORP

CORPORATE GOVERNANCE GUIDELINES

AS ADOPTED BY THE BOARD OF DIRECTORS

EFFECTIVE MARCH 17, 2014

The following corporate governance principles have been approved and adopted by the Board of Directors of Fifth Third Bancorp. These principles, along with Fifth Third’s articles of incorporation, code of regulations and charters of the various committees of the Board, provide the foundation for our governance. Unless the context otherwise requires, all references to Fifth Third in these guidelines shall refer to Fifth Third Bancorp, its subsidiaries and affiliates.

1. Roles of the Board of Directors and Management

Fifth Third’s Board of Directors is elected by our shareholders and is the ultimate decision making body of Fifth Third, except with respect to those matters reserved to our shareholders. Fifth Third’s business is conducted by our employees and officers under the direction of Fifth Third’s Chief Executive Officer and subject to the oversight of the Board. Both management and the Board seek to enhance the long-term value of Fifth Third for the benefit of our shareholders. In doing so, Fifth Third recognizes that the interests of our shareholders also will be advanced by responsibly taking into account the concerns of our other constituencies, including customers, employees, the communities in which we do business, the public at large and the governmental entities which regulate our businesses.

2. Critical Functions of the Board of Directors

In addition to monitoring Fifth Third’s Chief Executive Officer and senior executives, the Board is responsible for the following matters, among other things:

• selecting, evaluating and compensating the Chief Executive Officer;

• advising and overseeing the Chief Executive Officer in the selection, evaluation and compensation of senior executives;

• planning for succession to the position of Chief Executive Officer as well as certain other senior management positions;

• considering and approving Fifth Third’s fundamental business strategies and major corporate actions; and

• enhancing Fifth Third’s integrity and reputation by ensuring that the corporation establishes, implements and maintains policies, practices and procedures for full compliance with all applicable laws and for meeting the high ethical standards that the Board and the public expect of a leading financial institution.

3. Director Responsibilities

The core responsibility of each Director is to exercise his or her business judgment in good faith to act in what the Director reasonably believes to be in the best interests of Fifth Third and our shareholders. In discharging this responsibility, Fifth Third requires that each Director shall:

• preserve the confidential nature of material information given or presented to the Board of Directors;

• disclose to the other Directors any potential conflicts of interest he or she may have with respect to any matter under discussion and, if appropriate, refrain from voting on such a matter;

• not serve as a director, officer or employee of any entity which is in competition with Fifth Third and not misappropriate any opportunity or asset belonging to Fifth Third for his or her direct or indirect benefit;

• consistent with the Board’s belief that management speaks for Fifth Third, refer all inquiries from the press, institutional investors and others to the Chief Executive Officer or such other officers as required by Fifth Third’s disclosure policies, provided, however, that a Director may, from time to time, meet or otherwise communicate with various third parties about Fifth Third but only with the knowledge and advance approval of management or if requested by management; and

• establish a financial stake in Fifth Third by developing a meaningful ownership position in Fifth Third over time as is appropriate for the Director’s personal financial circumstances.

4. Hedging Policy

No Director or Executive Officer may engage in speculative trading or hedging strategies with respect to Fifth Third Bancorp securities:

• No engagement in day trading or short selling of Fifth Third Bancorp securities

• No engagement in transactions in any derivative of Fifth Third Bancorp securities, including buying and writing options

• Executives are restricted from buying Fifth Third Bancorp securities on margin or using Fifth Third Bancorp securities as collateral for a loan

5. Director Qualifications and Selection Process

Integrity, Values and Experience. Each Director should possess the highest personal and professional ethics and integrity, and be devoted to representing the interests of Fifth Third and our shareholders. A Director must be willing to devote sufficient time to carrying out his or her duties and responsibilities effectively. Fifth Third seeks to have a Board of Directors representing diverse experiences in business, government, education, technology and in various areas relevant to our businesses. Fifth Third also will consider the diversity, age, skills and other factors relevant to a Director’s overall qualifications in determining a combination of Directors that will best serve the needs of the Board and Fifth Third.

Independence. Fifth Third’s Board of Directors shall at all times be comprised of no less than a majority of Directors who meet the criteria for independence required by the Nasdaq National Market or principal stock exchange upon which our common stock is traded. The Nominating and Corporate Governance Committee of the Board of Directors is responsible for reviewing the qualifications and independence of the members of the Board and its various committees on a periodic basis as well as the composition of the Board as a whole.

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Nominations. Nominations for Directors will be made by the Nominating and Corporate Governance Committee in accordance with the policies and principles in its charter. Shareholders may propose nominees for election at Fifth Third’s annual meeting of shareholders for consideration by the Nominating and Corporate Governance Committee upon submitting the names and qualifications of such persons to the Committee no later than December 31 of any year. Submissions must be made to the Committee c/o Fifth Third Bancorp, Secretary, 38 Fountain Square Plaza, Cincinnati, Ohio 45263. Upon the nomination by the Committee, the Board may fill any vacancies that occur on the Board between annual shareholder meetings. In most cases, the Chairman of the Board of Directors and the Chairman of the Nominating and Corporate Governance Committee jointly should extend the invitation to selected nominees to join the Board.

Resignation for Majority Withhold Vote. As long as cumulative voting is not in effect, in an uncontested election of Directors (i.e., an election where the only nominees are those recommended by the Board of Directors), any nominee for Director who receives a greater number of votes “against” his or her election than votes “for” his or her election (a “Majority Withheld Vote”) will promptly tender his or her resignation to the Chairman of the Board following certification of the shareholder vote.

The Nominating and Corporate Governance Committee will promptly consider the tendered resignation and will recommend to the Board whether to accept or reject the tendered resignation no later than 60 days following the date of the shareholders’ meeting at which the election occurred (the “Shareholders’ Meeting Date”). In considering whether to accept or reject the tendered resignation, the Nominating and Corporate Governance Committee will consider factors deemed relevant by the Committee members including, without limitation, the Director’s length of service, the Director’s particular qualifications and contributions to Fifth Third, the reasons underlying the Majority Withheld Vote (if known) and whether these reasons can be cured, and compliance with stock exchange listing standards and these Corporate Governance Guidelines.

The Board will act on the Nominating and Corporate Governance Committee’s recommendation no later than 90 days following the Shareholders’ Meeting Date. In considering the Nominating and Corporate Governance Committee’s recommendation, the Board will consider the factors considered by the Committee and such additional information and factors the Board believes to be relevant. Following the Board’s decision on the Nominating and Corporate Governance Committee’s recommendation, Fifth Third will promptly publicly disclose the Board’s decision whether to accept the resignation as tendered (providing a full explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting the tendered resignation) in a Current Report on Form 8-K filed with the Securities and Exchange Commission.

If one or more Directors’ resignations are accepted by the Board, the Nominating and Corporate Governance Committee will recommend to the Board whether to fill such vacancy or vacancies or to reduce the size of the Board.

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Any Director who tenders his or her resignation pursuant to this provision will not participate in the Nominating and Corporate Governance Committee recommendation or Board consideration regarding whether to accept or reject the tendered resignation. If a majority of the members of the Nominating and Corporate Governance Committee received a Majority Withheld Vote at the same election, then the independent Directors who are on the Board who did not receive a Majority Withheld Vote (or who were not standing for election) will automatically be appointed a special Board committee solely for the purpose of considering the tendered resignations and will recommend to the Board whether to accept or reject them.

This Corporate Governance Guideline will be summarized or included in each proxy statement relating to an election of directors of Fifth Third.

Material Changes in Qualifications; Retirement. A Director who changes his or her principal occupation, position or responsibility held when elected to the Board of Directors should volunteer to resign from the Board. Although Fifth Third does not believe that it will be necessary in every instance that a Director who makes such a change should leave the Board, the Nominating and Corporate Governance Committee should be afforded the opportunity to review the appropriateness of continued Board service under the new circumstances and make a recommendation to the full Board of Directors. In addition, Fifth Third believes that a Director should not stand for reelection at the next annual meeting of shareholders at which the Director’s term expires that follows his or her 70^th birthday.

Service on Other Boards of Directors. A Director should advise the Chairman of the Board and the Chairman of the Nominating and Corporate Governance Committee in advance of accepting an invitation to serve as a director of another public company. The Nominating and Corporate Governance Committee will review whether such board membership may unduly impact the ability of the Director to fulfill his or her responsibilities as a Director of Fifth Third and, if so, shall make a recommendation to the Board. Generally, a Director of Fifth Third should not serve on more than three other public company boards of directors.

Chairman of the Board. Fifth Third has no fixed policy with respect to the separation of the offices of Chairman of the Board and the Chief Executive Officer. We believe that this issue is part of the succession planning process, and that it is in the best interests of Fifth Third for the Board of Directors to make this determination from time to time when selecting a new Chief Executive Officer.

6. Size of the Board of Directors, Terms and Term Limits

The Board of Directors shall be composed of fifteen (15) persons unless this number is changed by: (1) the shareholders in accordance with the laws of Ohio or (2) the vote of a majority of the Directors in office. The Directors may increase the number to not more than thirty (30) persons and may decrease the number to not less than ten (10) persons. Each Director shall serve a term of one year. Fifth Third does not believe we should establish term limits for our Directors. While term limits could help ensure that there are fresh ideas and viewpoints available to the Board, they have the disadvantage of losing the contribution of Directors who have been able to develop, over a period of time, increasing insight into Fifth Third and its operations and, therefore, provide an increasing contribution to the Board as a whole.

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7. Meetings of the Board of Directors

Number of Meetings. Fifth Third’s Board of Directors will have no less than five scheduled meetings of the full Board of Directors each year. If necessary, the Board may have one or more special meetings during the year as circumstances may require.

Attendance and Preparation. Each Director is expected to attend all Board meetings and all meetings of committees on which the Director serves. A Director should notify Fifth Third’s Secretary as soon as practical if he or she is unable to attend a meeting. Each Director is expected to spend the amount of time and effort needed, and to meet as frequently as necessary, to properly discharge their responsibilities. Information and data that are important to the Directors’ understanding of the business to be conducted at a Board or committee meeting generally should be distributed in writing to the Directors no less than two business days before the meeting. Each Director should review these materials in advance of the meeting.

Meeting Agendas. The Chairman of the Board will establish the agenda for each Board meeting. At the beginning of each year the Chairman will establish a schedule of agenda subjects to be discussed during the year to the degree this can be foreseen. The Board of Directors will review Fifth Third’s long-term strategic plans and the principal issues that we will face in the future during at least one Board meeting each year. Directors are encouraged to suggest the inclusion of additional items on the agenda. Whenever possible, we believe that it is desirable for such additional agenda items to be discussed with the Chairman of the Board or Secretary in advance of the meeting so that appropriate notice and materials relating to such item can be distributed to all Directors prior to the meeting, a Director may raise subjects for discussion at any Board meeting whether or not included within the formal agenda for that meeting.

Executive Sessions of Independent Directors. Executive sessions or meetings of those members of the Board of Directors who meet the then current standards of independence shall be held at least twice each year and more frequently if the independent Directors so desire. No members of Fifth Third management shall be present at such executive sessions. The independent Directors may meet in executive session completely separate from a scheduled meeting of the full Board of Directors or during a scheduled Board meeting upon first excusing all members of Fifth Third management from that segment of the meeting. The chair person at any such executive session shall be the Chairman of the Board of Directors (unless the Chairman is not an independent director), or, in the absence of the same, an independent director chosen by the other independent directors of the Board who shall also serve as the “Lead Director” in performing such other jobs as the independent directors may determine.

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8. Board Committees

Standing Committees. The Board will have at all times an Audit Committee, a Human Capital and Compensation Committee, a Nominating and Corporate Governance Committee, a Risk and Compliance Committee, and a Finance Committee. All of the members of these committees will be Directors who then meet the independence criteria then in effect and as established by the Nasdaq Global Select Market or the principal stock exchange on which Fifth Third common stock is then traded, other than the Finance Committee. The Board of Directors may create additional standing and ad hoc committees as deemed appropriate from time to time. Consideration will be given to rotating committee members periodically, but the Board does not feel that rotation should be mandated.

Committee Charters. Each Board committee will have its own charter. Each charter will set forth the purposes, goals and responsibilities of the committee as well as certain specific qualifications for committee membership and procedures for committee member appointment. Each charter will address the nature of items that, and the frequency with which, the committee will report to the full Board of Directors. Each charter will require the committee to annually evaluate its own performance.

Committee Meetings and Agendas. The chairman of each Board committee, in consultation with the committee members and Fifth Third’s Chief Executive Officer and senior executives, will determine the frequency and length of the committee meetings consistent with any requirements set forth in the committee’s charter. The chairman of each committee, in consultation with the appropriate members of the committee and senior executives, will develop the committee’s agenda for each meeting. At the beginning of the year each committee will establish a schedule of agenda subjects to be discussed during the year, to the degree these can be foreseen, The meeting schedule for each committee will be furnished to all Directors.

Engagement of Advisors. The Board and each committee have the power to hire at the expense of Fifth Third independent legal, financial or other advisors as they may deem necessary, without consulting or obtaining the approval of any officer of Fifth Third in advance. Directors are expected to use their best judgment in determining when such engagements are necessary and shall consider the qualifications and fees to be charged by such advisors when making their selection. The Board and/or the committee that engages such advisor(s) shall promptly notify Fifth Third’s Secretary of such engagement so that the Secretary can confirm the independence of such advisor(s) and make the necessary arrangements for the payment of fees to such advisor(s).

Dual Committees. When deemed appropriate or necessary, a Board committee of Fifth Third Bancorp may perform the same services within the scope of its authority for any of Fifth Third’s chartered bank subsidiaries or other subsidiaries that do not then have such a committee of its own. Committees acting in such dual capacities may meet simultaneously as committees of Fifth Third Bancorp and of the relevant subsidiary, though they should hold separate sessions if necessary to address issues that are relevant to one entity but not the other or to consider transactions or other matters where Fifth Third Bancorp and the relevant subsidiary may have different interests. In addition, any such committee should consult with internal or outside counsel if, in the opinion of the committee, any matter under consideration by the committee has

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the potential for any conflict between the interests of Fifth Third Bancorp and those of the subsidiary in order to ensure that appropriate procedures are established for addressing any such potential conflict and for ensuring compliance with Fifth Third’s policies regarding Sections 23A and 23B of the Federal Reserve Act.

9. Non-Delegable Actions of the Board of Directors

Fifth Third’s Board of Directors may delegate responsibility for certain actions within the scope of the Board’s authority to its committees or its officers to the extent such delegation is permissible by applicable law. Any such matters delegated to a committee of the Board must be within the scope of authority granted to such committee in its charter. Additionally, certain actions by subsidiaries of Fifth Third Bancorp may only legally require the approval of the board of such subsidiary and or its shareholders or officers. Notwithstanding any such delegation or legal requirement, the subsidiaries, committees and/or persons to whom such actions have been delegated shall report the status of such matters to the Board of Fifth Third Bancorp from time to time as directed by the Board.

Regardless of the legality or permissibility to do so, Fifth Third believes that the following matters may not be delegated outside the Board of Directors of Fifth Third Bancorp and must be addressed by the Board of Fifth Third Bancorp as a whole even if such matter involves only a subsidiary and not Fifth Third Bancorp itself:

• any matter which is required by applicable law to be acted upon by the Board of Directors or shareholders of Fifth Third Bancorp such as amendments to Fifth Third’s articles of incorporation, issuances of shares, share repurchases, mergers and consolidations, and declarations of dividends;

• any waiver of Fifth Third’s Code of Business Conduct and Ethics;

• any formation, acquisition or disposition of a bank;

• any acquisition or disposition involving potential consideration in excess of the lesser of $10 billion or 10% of the assets of Fifth Third Bancorp (except for acquisitions of loans within the lending authority granted to management) or, regardless of size, requiring approval by Fifth Third Bancorp’s shareholders;

• any reduction in force or layoff involving more than 10% of Fifth Third’s employees;

• any contract or series of related contracts or amendments to the same not covered elsewhere in these guidelines with potential payment, or receipt, of funds in excess of $500 million over the life of the contract;

• any capital expenditure potentially in excess of $500 million;

• settlements with potential payment, or receipt, of funds in excess of $50 million (unless reimbursed by insurance); and

• any agreement with regulatory authorities.

Additionally, unless consideration by the whole Board of Fifth Third Bancorp is required above, Fifth Third believes that the following matters must be addressed by a committee of the Fifth Third Bancorp Board of Directors, even if such matter involves only a subsidiary and not Fifth Third Bancorp itself:

• any acquisition or disposition involving potential consideration in excess of the lesser of $1 billion or 1% of the assets of Fifth Third Bancorp (except for acquisitions of loans within the lending authority granted to management);

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• incurring or guaranteeing debt or providing collateral for the same with an unaffiliated third party potentially in excess of the lesser of $10 billion or 10% of the assets of Fifth Third Bancorp;

• any contract or series of related contracts or amendments to the same not covered elsewhere in these guidelines with potential payment, or receipt, of funds in excess of $20 million over the life of the contract except those involving the making of loans in accordance with the lending authority granted to management or the provision of any other banking product in the normal course of business;

• any capital expenditure potentially in excess of $20 million;

• settlements with potential payment, or receipt, of funds in excess of $20 million (unless reimbursed by insurance); and

• employment contracts and arrangements with Executive Officers of Fifth Third Bancorp.

Additionally, the board of directors of a subsidiary of Fifth Third Bancorp or committees thereof must address the following matters that pertain to such subsidiary:

• any matter which is required by applicable law to be acted upon by the board of directors of such subsidiary such as amendments to its articles of incorporation, issuances of shares, share repurchases, mergers and consolidations, and declarations of dividends must be approved by the board of directors of such subsidiary;

• any formation, acquisition or disposition of a new subsidiary of that subsidiary must be approved by the board of directors of such existing subsidiary;

• any acquisition or disposition involving potential consideration in excess of the lesser of $10 billion or 10% of the assets of the subsidiary (except for acquisitions of loans within the lending authority granted to management) or, regardless of size, requiring approval by the board of directors or shareholders of that subsidiary must be acted upon by the board of directors of such subsidiary, and any acquisition or disposition involving potential consideration in excess of the lesser of $1 billion or 1% of the assets of the subsidiary (except for acquisitions of loans within the lending authority granted to management) must be acted upon by a committee of the board of directors of such subsidiary;

• incurring or guaranteeing debt or providing collateral for the same with an unaffiliated third party potentially in excess of the lesser of $1 billion or 1% of the assets of the subsidiary must be acted upon by the board of directors of such subsidiary and other any incurrence or guarantee of debt or provision of collateral for the same with an unaffiliated third party must be acted upon by a committee of the board of directors of such subsidiary;

• any contract or series of related contracts or amendments to the same not covered elsewhere in these guidelines with potential payment, or receipt, of funds in excess of $20 million over the life of the contract must be acted upon by the board of directors of such subsidiary except those involving the making of loans in accordance with the lending authority granted to management or the provision of any other banking product in the normal course of business;

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• any capital expenditure potentially in excess of $20 million must be acted upon by the board of directors of such subsidiary;

• settlements with potential payment, or receipt, of funds in excess of $20 million must be acted upon by the board of directors of such subsidiary (unless reimbursed by insurance); and

• any agreement with regulatory authorities involving that subsidiary must be acted upon by the board of directors of such subsidiary.

Matters outside of those described above may be delegated to management of Fifth Third Bancorp and/or its subsidiaries and are subject to policies and authorities established by the same.

10. Director Access to Officers and Employees

Contacts. Directors shall have full and free access to officers and employees of Fifth Third. Any meetings or contacts that a Director wishes to initiate may be arranged through the Chief Executive Officer or Secretary. A Director will use his or her judgment to ensure that any such contact is not disruptive to the business operations of Fifth Third and will, to the extent not inappropriate, copy the Chief Executive Officer and Secretary on any written communications between a Director and an officer or employee of Fifth Third.

Participation in Meetings. In addition to the Chief Executive Officer, the Chief Financial Officer and Secretary, the Board of Directors welcomes regular attendance at each Board meeting of the appropriate senior executives of Fifth Third as shall be determined from time to time. If the Chief Executive Officer or any Director wishes to have additional Fifth Third personnel attend meetings on a regular basis, this suggestion should be brought to the Board for consideration.

11. Director Compensation

The form and amount of Director compensation will be determined by the full Board of Directors on the recommendation of the Human Capital and Compensation Committee in accordance with the policies and principles set forth herein, in its charter and any exchange or other applicable rules. The Human Capital and Compensation Committee will conduct an annual review of Director compensation. The Board of Directors and the Human Capital and Compensation Committee will consider that the independence of Directors may be jeopardized if Director compensation and perquisites exceed customary levels, if Fifth Third makes substantial charitable contributions to organizations with which a Director is affiliated, or if Fifth Third enters into consulting contracts with (or provides other indirect forms of compensation to) a Director or an organization with which the Director is affiliated.

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12. Director Education

Fifth Third will establish, or identify and provide access to, appropriate orientation programs, sessions or materials for newly elected directors of Fifth Third for their benefit prior to or within a reasonable period of time after their nomination or election as a Director. The program or materials will include information to familiarize new Directors with Fifth Third’s strategic plans, its significant financial, accounting and risk management issues, its compliance programs, its Code of Business Conduct and Ethics, its principal officers and its internal independent auditors. Fifth Third encourages Directors to periodically pursue or obtain appropriate programs, sessions or materials as to the responsibilities of directors of publicly traded companies.

13. Reliance on Others; Liability Insurance

In discharging his or her obligations and responsibilities as a Director of Fifth Third, each Director is entitled to rely on the honesty and integrity of his or her fellow Directors and of Fifth Third’s senior executives, independent auditors and other outside advisors. Further, in order to promote the ability of each Director to act in accordance with the Director’s reasonable, good faith business judgment without undue concern for the substantial risk of personal liability faced by directors of public companies, Fifth Third shall purchase and maintain directors’ and officers’ liability insurance in amounts reasonably deemed appropriate from time to time. Fifth Third shall bestow on the Directors the benefits of indemnification and exculpation to the fullest extent permitted by law and by Fifth Third’s articles of incorporation, code of regulations and any indemnification agreements.

14. Annual Performance Evaluation

The Board of Directors will conduct an annual self-evaluation to determine whether it and its committees are functioning effectively. The Nominating and Corporate Governance Committee will receive comments from all Directors and report annually to the Board with an assessment of the Board’s performance. This will be discussed with the full Board following the end of each fiscal year. The assessment will focus on the Board’s contribution to Fifth Third and specifically focus on areas in which the Board or management believes that the Board could improve.

15. Amendment, Waiver and Modification

These Guidelines may be amended, modified or waived by the Board of Directors, subject to the disclosure and other provisions of laws, rules and regulations applicable to Fifth Third.

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EX-99.3

Exhibit 99.3

POSITION DUTY STATEMENT

OF THE LEAD DIRECTOR

OF THE BOARD OF DIRECTORS

OF FIFTH THIRD BANCORP

AS APPROVED BY THE BOARD OF DIRECTORS

ON MARCH 17, 2014

As stated in the Fifth Third Bancorp Corporate Governance Guidelines, the Lead director of the Company shall be an independent director chosen by the other independent directors of the Company.

The Lead Director is responsible for coordinating the activities of the independent directors. In addition to the duties of all Board members as set forth in the Company’s Corporate Governance Guidelines, the responsibilities of the Lead Director generally include the following:

• chair Board meetings in the absence of the Chairman;

• approve the schedule of Board meetings, seeking to ensure that the independent directors can perform their duties responsibly while not interfering with the flow of Company operations and assuring sufficient time for discussion of all agenda items;

• approve agendas for Board meetings while seeking agenda input from other Board members;

• approve information sent to the Board members;

• function as a mentor to the Chief Executive Officer on Board issues and other matters affecting the Company;

• suggest calling full Board meetings to the Chairman when appropriate;

• recommend to the Board the retention of consultants who report directly to the Board;

• interview all Board candidates, and make recommendations to the Nominating and Corporate Governance Committee and the Board;

• assist the Board and Company officers in assuring compliance with and implementation of the Company’s Corporate Governance Guidelines;

• principally responsible for recommending revisions to the Corporate Governance Guidelines;

• receive and oversee responses to all direct shareholder communication to the Board;

• ensure availability for consultation and direct communication if requested by major shareholders;

• facilitate discussion among the independent directors on key issues and concerns outside of Board meetings; act as a non-exclusive conduit to the Chief Executive Officer of views, concerns and issues of the independent directors;

• call, develop the agenda for and chair executive sessions of the Board’s independent directors; act as principal liaison between the independent directors and the Chairman on issues arising in executive sessions and outcomes;

• evaluate, along with the members of the Compensation Committee, the CEO’s performance; meet with the CEO to discuss the Board’s evaluation; and

• recommend to the Chairman the membership of the various Board Committees, as well as selection of the Committee chairs.

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EX-99.4

Exhibit 99.4

		News Release
CONTACT:	Jim Eglseder (Investors)	FOR IMMEDIATE RELEASE
	(513) 534-8424	March 18, 2014
	Larry Magnesen (Media)
	(513) 534-8055

Fifth Third Bancorp Announces Cash Dividends

Board Increases Share Repurchase Authorization to 100 million shares

Cincinnati – Fifth Third Bancorp today declared cash dividends on its common shares and Series I preferred shares.

Fifth Third Bancorp (Nasdaq: FITB) today declared a cash dividend on its common shares of $0.12 for the first quarter of 2014. The dividend is payable on Thursday, April 17, 2014 to shareholders of record as of Monday, March 31, 2014. This dividend is consistent with Fifth Third’s proposed potential dividends as submitted to the Federal Reserve in its 2013 Comprehensive Capital Analysis & Review (“CCAR”) plan.

Fifth Third also declared a cash dividend on its 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I (Nasdaq: FITBI), at the rate of $515.28 per share, which equates to approximately $0.515 for each depositary share. Each depositary share represents a 1/1000th ownership interest in a share of Series I Preferred Stock. The Series I dividend is payable on Monday, March 31, 2014 to shareholders of record as of Friday, March 28, 2014 for the dividend period commencing on December 9, 2013 and ending on March 31, 2014.

Fifth Third also announced that its Board of Directors approved a new share repurchase authorization of up to 100 million shares, which replaces the previous authorization from 2013 under which approximately 38 million shares remain.

Future capital distributions for the period beginning April 1, 2014 through March 31, 2015 and subsequent periods would be subject to non-objection by the Federal Reserve under its CCAR process for large U.S. banks. As previously communicated by the Federal Reserve, it plans to issue objections or non-objections to firms’ capital plans on March 26, 2014. Any potential future capital distributions for periods following March 31, 2014 would be considered by the Board at meetings in subsequent periods.

Any capital distributions, including those contemplated in the above announced actions, are subject to evaluation and approval by the Board of Directors at any given time, Fifth Third’s performance, the state of the economic environment, market conditions, regulatory factors, and other risks and uncertainties. The new repurchase authorization does not have an expiration date, does not include specific price targets, may be executed through open market purchases or one or more private negotiated transactions, including Rule 10b5-1 programs, and may be suspended at any time.

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. As of December 31, 2013, the Company had $130 billion in assets and operated 17 affiliates with 1,320 full-service Banking Centers, including 104 Bank Mart® locations, most open seven days a week, inside select grocery stores and 2,586 ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Pennsylvania, Missouri, Georgia and North Carolina. Fifth Third operates four main businesses: Commercial Banking, Branch Banking, Consumer Lending, and Investment Advisors. Fifth Third also has a 25% interest in Vantiv Holding, LLC. Fifth Third is among the largest money managers in the Midwest and, as of December 31, 2013, had $302 billion in assets under care, of which it managed $27 billion for individuals, corporations and not-for-profit organizations. Investor information and press releases can be viewed at www.53.com. Fifth Third’s common stock is traded on the NASDAQ® Global Select Market under the symbol “FITB.”

Forward-Looking Statements

This press release 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. 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 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 or the results of 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) ability to secure confidential information and deliver products and services through the use of computer systems and telecommunications networks; and (23) 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.

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