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 14, 2016

(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 15, 2016, 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 will also be available on Fifth Third’s website at www.53.com. The Code of Business Conduct and Ethics is applicable to all officers, directors and 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 are non-substantive clarifications and do not result in any waiver to any officer, director 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 clarify the provisions for anonymous reporting and certain restrictions on recording or photographing on Fifth Third’s premises. The changes also serve to coordinate the Code of Business Conduct and Ethics provisions with certain other policies of Fifth Third.

Item 8.01 Other Events

On March 14, 2015, the Fifth Third Bancorp’s Board of Directors approved changes to its committee charters and certain corporate governance documents in order to further enhance its corporate governance practices.

Specifically, the Board:

1. adopted a charter for its Regulatory Oversight Committee and revised the charters of its Risk and Compliance Committee and Audit Committee to clarify their roles vis-à-vis the Regulatory Oversight Committee;

2. revised the charters of the Audit Committee, Finance Committee, Human Capital and Compensation Committee, Nominating and Corporate Governance Committee and Risk and Compliance Committee to standardize their format and administrative provisions; and

3. revised its Corporate Governance Guidelines to allow the delegation of authority to a committee or management to approve certain agreements with regulatory authorities.

The charter of the Regulatory Oversight Committee, the amended and restated charters of the Audit Committee, Finance Committee, Human Capital and Compensation Committee, Nominating and Corporate Governance Committee and Risk and Compliance Committee, as well as the Fifth Third Bancorp Corporate Governance Guidelines are attached hereto as Exhibit 99.1, Exhibit 99.2, Exhibit 99.3, Exhibit 99.4, Exhibit 99.5, Exhibit 99.6, and Exhibit 99.7, respectively. These documents will also be available on Fifth Third’s website at www.53.com.

Additionally, on March 15, 2016, 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 16 million shares remained available for repurchase by Fifth Third and which is still subject to the final settlement of the previously announced share repurchase agreement Fifth Third entered into with Morgan Stanley & Co. LLC on March 1, 2016. Fifth Third announced this new authorization in a press release dated March 15, 2016 that is attached hereto as Exhibit 99.8.

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 Regulatory Oversight Joint Committee of the Board of Directors of Fifth Third Bancorp and Fifth Third Bank

Exhibit 99.2 – Charter of the Audit Joint Committee of the Board of Directors of Fifth Third Bancorp and Fifth Third Bank, as amended and restated

Exhibit 99.3 – Charter of the Finance Joint Committee of the Board of Directors of Fifth Third Bancorp and Fifth Third Bank, as amended and restated

Exhibit 99.4 – Charter of the Human Capital and Compensation Committee of the Board of Directors of Fifth Third Bancorp, as amended and restated

Exhibit 99.5 – Charter of the Nominating and Corporate Governance Committee of the Board of Directors of Fifth Third Bancorp, as amended and restated

Exhibit 99.6 – Charter of the Risk and Compliance Joint Committee of the Board of Directors of Fifth Third Bancorp and Fifth Third Bank, as amended and restated

Exhibit 99.7 – Fifth Third Bancorp Corporate Governance Guidelines, as amended and restated

Exhibit 99.8 – Fifth Third Bancorp Press Release dated March 15, 2016

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)
March 16, 2016	/s/ HEATHER RUSSELL KOENIG
	Heather Russell Koenig
	Executive Vice President, Chief Legal Officer and Corporate Secretary

EX-14

Exhibit 14

FIFTH THIRD BANCORP

Code of Business Conduct and Ethics

Revised March 15, 2016

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.

2

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?

3

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 to the EthicsLine may be made anonymously and any further investigations or actions will be dealt with confidentially, 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.

4

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:

5

• Reporting violations.

• 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.

6

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. Additionally, executive officers of Fifth Third Bancorp must also inform the Human Capital and Compensation Committee of the Board of Directors prior to accepting an appointment, or a nomination for election, as a director of any for-profit company or organization.

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

7

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.

• 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.

8

• 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.

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 under certain restrictions in the actions it takes 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 you are also 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

9

customers). The Conflicts Committee will not base a decision on the party affiliations of the potential candidate.

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

10

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 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

11

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.

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

12

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.

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

13

with the consent of the individual or entity involved, or pursuant to proper subpoena, court order or other legal process.

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. This policy does not prohibit actions taken in furtherance of concerted employee activity protected under the National Labor Relations Act, provided such actions do not violate the privacy rights of Fifth Third’s employees or customers.

• 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.

14

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.

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 Non-Violence Policy.

• Electronic Communications Policy.

• Social Media Use Policy.

• Record Retention Policy.

• Equal Employment Opportunity Policy.

• Anti-Discrimination, Harassment and Retaliation Policy.

• Non-Retaliation Policy for Employees who Report Potential Violations.

• Communication with Outside Agencies and the Press Policy.

• Information Disclosure Policy.

• Self-Dealing Policy.

15

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.

16

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. All employees with access to Fifth Third’s electronic systems are expected to acknowledge this Code electronically. Fifth Third’s directors, or others without access to Fifth Third’s electronic systems, are expected to acknowledge the Code as follows:

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 15, 2016

EX-99.1

Exhibit 99.1

As Approved by the Boards of Directors

of Fifth Third Bancorp on March 14, 2016

and of Fifth Third Bank on March 14, 2016

CHARTER

OF THE

REGULATORY OVERSIGHT JOINT COMMITTEE

OF THE

BOARDS OF DIRECTORS OF

FIFTH THIRD BANCORP

AND

FIFTH THIRD BANK

I. AUTHORITY AND MEMBERSHIP

The Regulatory Oversight Joint Committee (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”).

A. Appointment and Removal

The members of the Committee are appointed annually by the Boards of Directors of the Corporation and the Bank on the recommendation of the Nominating and Corporate Governance Committee of the Corporation.

The members shall serve until their successors are duly elected by the Boards of Directors of the Corporation and the Bank.

B. Constitution of Committee

The Committee shall be comprised of three or more directors of the Corporation. At least three members of the Committee must be directors of the Bank.

C. Qualification of Committee Members

Committee members must fully satisfy the independence and qualification 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 as well as any standards of independence or qualifications applicable to the Corporation and/or the Bank as prescribed by federal or state banking, securities, corporate, tax or other laws, rules, or regulations. Additionally, Committee members must fully satisfy the independence and qualification requirements of any applicable Order (as defined below).

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

D. Committee Leadership

The Chair of the Committee shall be appointed by the Board of Directors of the Corporation. In the absence of the Chair of the Committee, the Chair of the Committee may appoint one of the members of the Committee to preside at the meeting or one of the members present shall be chosen by the members of the Committee present to preside at the meeting.

E. Quorum

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 it is being adjourned.

F. Authority Vested in the Committee

The Committee has the authority, to the extent it deems necessary or appropriate in its sole discretion, 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 employees to assist it in carrying out its duties. The Corporation and/or the Bank 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 the Corporation or the Bank or the Corporation’s outside counsel or other advisors to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

The Committee may act completely independent of management and has 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.

II. PURPOSE OF THE COMMITTEE

The Committee’s primary purpose is to oversee the Company’s supervisory issues and enforcement actions and the Corporation’s efforts to remediate them as well as to oversee the development and implementation of the Transforming Fifth Third initiative. It is intended that this Committee shall cease to exist upon the determination by the Board that a dedicated regulatory oversight committee is no longer necessary.

III. RESPONSIBILITIES OF THE COMMITTEE

A. Charter Review

• Review and reassess the adequacy of this Charter annually and recommend to the Board of Directors of the Corporation 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.

-2-

B. Regulatory Oversight

• Oversee the Corporation’s and/or the Bank’s efforts to comply with or correct regulatory findings or supervisory issues, including those issues labeled as “Matters Requiring Attention” or “Matters Requiring Immediate Attention,” included in examination or inspection reports issued by a regulatory authority (“Supervisory Issues”).

• 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, Supervisory Issue or Order are properly addressed and that the Audit Committee is informed of management’s progress in responding to any audit, Supervisory Issue or Order.

• Oversee the Corporation and/or the Bank’s efforts to comply with any Memoranda of Understanding, Written Agreement, Consent Order, Stipulation or other agreement, supervisory letter or similar action of any regulatory authority (“Order”).

C. General

• Meet as often as the Committee or the Committee Chairman determines, but not less than every other month.

• As appropriate, meet separately without management or with particular members of management only in executive session.

• Report to the full Board of Directors on the Committee’s activities at each meeting of the Board of Directors of the Corporation and the Bank.

• Maintain minutes or other records of the Committee’s meetings and activities.

• Form and delegate authority to subcommittees or members when appropriate.

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

-3-

EX-99.2

Exhibit 99.2

As Approved by the Boards of Directors

of Fifth Third Bancorp on March 14, 2016

and of Fifth Third Bank on March 14, 2016

CHARTER

OF THE

AUDIT JOINT COMMITTEE

OF THE

BOARDS OF DIRECTORS OF

FIFTH THIRD BANCORP

AND

FIFTH THIRD BANK

I. AUTHORITY AND MEMBERSHIP

The Audit Joint Committee (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 banking corporation (the “Bank”).

A. Appointment and Removal

The members of the Committee are appointed annually by the Boards of Directors of the Corporation and the Bank on the recommendation of the Nominating and Corporate Governance Committee of the Corporation.

The members shall serve until their successors are duly elected by the Boards of Directors of the Corporation and the Bank.

B. Constitution of the Committee

The Committee shall be comprised of three or more directors of the Corporation. At least three members of the Committee must be directors of the Bank.

C. Qualifications of Committee Members

Committee members must fully satisfy the independence and qualification 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 as well as any standards of independence or qualifications applicable to the Corporation and/or the Bank as prescribed by federal or state banking, securities, corporate, tax or other laws, rules, or regulations, including, without limitation, Section 10A of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) and the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and applicable rules and regulations thereunder.

No member of the Committee may be a “large customer” of the Bank as determined by the Board of Directors of the Bank pursuant to FDICIA and applicable rules and regulations thereunder.

No member of the Committee may be an “affiliated person” of the Corporation or any of its subsidiaries (as defined in the federal securities laws) nor may any member of the Committee simultaneously serve on the audit committee of more than two other public companies or on the audit committee of any financial institution not affiliated with the Bank.

At least one member of the Committee shall be an “audit committee financial expert” as defined by the rules of the SEC, and all members of the Committee shall have a strong level of accounting or financial acumen and shall be able to read and understand fundamental financial statements at the time of their appointment to the Committee. At least two members of the Committee shall have “banking or related financial management expertise” as determined by the Board of Directors pursuant to FDICIA and applicable rules and regulations thereunder.

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

D. Committee Leadership

The Chair of the Committee shall be appointed by the Board of Directors of the Corporation and shall preside at all meetings of the Committee at which he/she is present. In the absence of the Chair of the Committee, the Chair of the Committee may appoint one of the members of the Committee to preside at the meeting or one of the members present shall be chosen by the members of the Committee present to preside at the meeting.

E. Quorum

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 it is being adjourned.

F. Authority Vested in the Committee

The Committee has the authority, to the extent it deems necessary or appropriate in its sole discretion, 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 Corporation and/or Bank employees to assist it in carrying out its duties. The Corporation and/or Bank shall provide for appropriate funding, as determined solely by the Committee, for payment of the ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties, as well as compensation to the independent auditors for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for, respectively, the Corporation or the Bank and compensation to independent counsel or any other advisors employed by the Committee. The Committee may request any officer or employee of the Corporation and/or the Bank or the Corporation’s or Bank’s outside counsel, independent auditors or other advisors to attend a meeting of the Committee or to meet with any members of, or consultant to, the Committee.

2

In addition to the Corporation, the Committee is the audit committee for the Bank and has the responsibility, fiduciary duty and authority to oversee the management, financial statements and audit functions of the Bank. In that capacity, the Committee will receive official reports of management and the internal and external auditors regarding financial reporting, internal controls and other matters as discussed herein of the Bank as well as the Corporation.

The Committee will also perform the duties required by law to be performed by an audit committee for any other subsidiary bank of the Corporation that does not have its own audit committee and by a fiduciary audit committee for the Bank and any other subsidiary bank and non-bank subsidiary of the Corporation exercising fiduciary powers that does not have its own audit committee, in each case to the extent permitted, and in the manner required, by applicable laws and regulations.

II. PURPOSES OF THE COMMITTEE

The Committee’s primary purposes are to:

• Oversee the accounting and financial reporting processes of the Corporation and the audits of the financial statements of the Corporation.

• Provide assistance to the Corporation’s Board by monitoring:

1) the integrity of the financial statements of the Corporation,

2) the independent auditors’ qualifications and independence,

3) the performance of the Corporation’s and its subsidiaries’ internal audit function and independent auditors,

4) the Corporation’s system of internal controls, and

5) the Corporation’s financial reporting and system of disclosure controls.

• Provide assistance to the Bank’s Board by monitoring:

1) the integrity of the financial statements of the Bank,

2) the Bank’s system of internal controls,

3) the Bank’s financial reporting, and

4) the compliance by the Bank with applicable legal and regulatory requirements.

• Prepare the Committee report required by the rules of the SEC to be included in the Corporation’s annual proxy statement.

3

III. RESPONSIBILITIES OF THE COMMITTEE

A. Charter Review

• Review and reassess the adequacy of this Charter at least annually and recommend to the Board of Directors of the Corporation any proposed changes to this Charter.

• Publicly disclose the Charter and any such amendments at the times and in the manner as 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.

B. Oversight of Independent and Internal Auditors

• The Committee is also responsible for the appointment, compensation, and oversight of the work of the Corporation’s internal audit department, including the senior internal audit executive. The senior internal audit executive shall functionally report to the Committee and shall administratively report to the Corporation’s Chief Executive Officer. The Committee is responsible for identifying and approving the specific responsibilities of the senior internal audit executive.

C. Corporation Financial Reporting / Internal Controls

• Review and discuss with the internal auditors and the independent auditors their respective annual audit plans, reports and the results of their respective audits.

• Review and discuss with management, the Corporation’s Disclosure Committee and the independent auditors the Corporation’s quarterly financial statements and its Form 10-Q (prior to filing the same as required by the Exchange Act), including disclosures made in the section regarding management’s discussion and analysis, the results of the independent auditors’ reviews of the quarterly financial statements, and determine whether the quarterly financial statements should be included in the Corporation’s Form 10-Q.

• Review and discuss with management, the Corporation’s Disclosure Committee and the independent auditors the Corporation’s annual audited financial statements and its Form 10-K (prior to filing the same as required by the Exchange Act), including disclosures made in the section regarding management’s discussion and analysis, and recommend to the Board whether the audited financial statements should be included in the Corporation’s Form 10-K.

• Review and discuss with management, the Corporation’s Disclosure Committee and, where appropriate, the independent auditors, the Corporation’s financial disclosures in its registration statements, press releases, earnings releases, current reports, real time disclosures, call reports or other public disclosures before the same are filed, posted, disseminated or released (including the use of “pro forma” or “adjusted” non-GAAP information and all related reconciliations to GAAP information) and any earnings guidance, as well as all financial information provided to rating agencies and/or

4

securities analysts including presentations at industry, investor or other conferences.

• Review and discuss with the Corporation’s Chief Executive Officer and Chief Financial Officer all matters such officers are required to certify in connection with the Corporation’s Form 10-Q and 10-K or other filings or reports.

• Discuss with management, the Corporation’s Disclosure Committee and the independent auditors significant financial reporting issues and judgments made in connection with the preparation of the Corporation’s financial statements, including any significant changes in the Corporation’s selection or application of accounting principles, the development, selection and disclosure of critical accounting estimates and principles and the use thereof, and analyses of the effect of alternative assumptions, estimates, principles or generally accepted accounting principles (“GAAP”) methods on the Corporation’s financial statements.

• Discuss with management and the independent auditors the effect of regulatory and accounting initiatives and off-balance sheet transactions on the Corporation’s financial statements, conditions or results and any necessary disclosures related thereto.

• Discuss with management the Corporation’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Corporation’s risk assessment and risk management policies.

• Discuss with the independent auditors the matters required to be discussed by Statement of Auditing Standards No. 90, Audit Committee Communications.

• Ensure that the Corporation’s independent auditors report to the Committee all of the Corporation’s critical accounting policies and procedures and alternative accounting treatments of financial information within GAAP that have been discussed with management, including the ramifications of the use of such alternative treatments and disclosures and the treatment preferred by the independent auditors.

• Ensure that the Corporation’s independent auditors share with the Committee all material written communication between the auditors and management.

• Discuss with the Corporation’s independent auditors, internal auditors, and management (including the Corporation’s Disclosure Committee) their assessments of the adequacy of the Corporation’s internal controls and disclosure controls and procedures.

• Assess whether management is resolving any significant internal control weaknesses diligently.

• Discuss with the Corporation’s independent auditors, internal auditors and management (including the Corporation’s Disclosure Committee), as appropriate, the Corporation’s FDICIA internal controls report and the attestation of the Corporation’s independent auditors to the same.

• Discuss with the Corporation’s independent auditors, internal auditors and management (including the Corporation’s Disclosure Committee), as appropriate, any

5

significant weaknesses or deficiencies that any of the foregoing have identified relating to financial reporting, internal controls or other related matters and their proposals for rectifying such weaknesses or deficiencies.

• Monitor the Corporation’s progress in promptly addressing and correcting any significant identified weaknesses or deficiencies in financial reporting, internal controls or related matters.

• Receive periodic reports from the independent auditors and appropriate officers of the corporation on significant accounting or reporting developments proposed by the Financial Accounting Standards Board or the SEC that may impact the Corporation.

• Receive periodic reports from independent auditors and appropriate officers of the Corporation on significant financial reporting, internal controls or other related matters of the Corporation’s subsidiaries.

D. Bank Financial Reporting / Internal Controls

• Review, discuss with management (and, if deemed necessary, the internal and external auditors) and approve the Bank’s financial statements, any reports required by the Bank’s State of incorporation, and the Bank’s representations made to the Corporation regarding the same.

• Discuss with management (and, if deemed necessary, the internal and external auditors) significant financial reporting issues and significant accounting policies and judgments made in connection with the preparation of the Bank’s financial statements and call reports, including any significant changes in the Bank’s selection or application of accounting principles.

• Discuss with management and the internal auditors the effect of regulatory and accounting initiatives and off-balance sheet transactions on the Bank’s financial statements and any necessary disclosures related thereto.

• Review all material written communication between the independent auditors and Bank management.

• Discuss with the Bank’s internal auditors and management their assessments of the adequacy of the Bank’s internal controls, including an assessment of whether management is diligently resolving any internal control weaknesses.

• Review with management and the independent auditors the basis for the reports, if any, required to be filed by management and by the independent auditors with the FDIC pursuant to 12 C.F.R. Sections 363.2 (a) and (b) and Sections 363.3 (a) and (b), respectively.

• Discuss with the Bank’s internal auditors and management any weaknesses or deficiencies that any of the foregoing have identified relating to financial reporting, internal controls or other related matters and management’s proposals for rectifying such weaknesses or deficiencies.

6

• Monitor the Bank’s progress in promptly addressing and correcting any and all identified weaknesses or deficiencies in financial reporting, internal controls or related matters.

• Discuss with management, the Joint Risk and Compliance Committee and the internal auditors the Bank’s compliance with applicable laws and regulations and from time to time advise the Bank’s Board of Directors with respect to the same.

• Work with the joint Regulatory Oversight Committee of the Board of Directors to ensure that any and all audit related deficiencies identified in any audit, Supervisory Issue or Order are properly addressed and that the Audit Committee is informed of management’s progress in responding to any audit, Supervisory Issue or Order.

E. Bank Trust Audit

• Direct and oversee the annual fiduciary audit of the Bank’s trust and other fiduciary functions.

• Receive and review reports of the internal audit department and management regarding the Bank’s controls for transaction, reputation, and compliance risks as they relate to the Bank’s fiduciary activities.

• Perform any other duties required to be performed by a fiduciary audit committee for the Bank in the manner required by applicable laws and regulations.

F. Independent Auditors

• Hire, fire, compensate, and review and oversee the work of the independent auditors (including resolution of disagreements between management and the auditors regarding financial reporting). The Committee is directly and solely responsible for the appointment, compensation, and oversight of the work of the independent auditor (including resolution of disagreements between management and the auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditor shall report directly to the Committee.

• Review the experience, rotation and qualifications of the senior members of the independent auditors’ team.

• Monitor the independence, qualifications and performance of the independent auditors by, among other things:

1) Obtaining and reviewing a report from the independent auditors at least annually regarding (a) the independent auditors’ internal quality-control procedures, (b) any material issues raised by the most recent quality-control review, or peer review, of the independent auditors, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the same, (c) any steps taken to deal with any such issues, and (d) all relationships between the independent auditors and the Corporation;

7

2) Evaluating the qualifications, performance and independence of the independent auditors, including considering whether the auditors’ quality controls are adequate and whether the provision of any non-audit services is compatible with maintaining the auditors’ independence, and taking into account the opinions of management and the internal auditors;

3) Establishing and overseeing restrictions on the actions of directors, officers, or employees of the Corporation in illegally influencing, coercing, manipulating or misleading the Corporation’s independent auditors including violations of Rule 13b2-2 promulgated under the Exchange Act; and

4) If so determined by the Committee, taking additional action to satisfy itself of the qualifications, performance and independence of the auditors.

• Meet with the independent auditors prior to each annual audit to discuss the planning and staffing of the audit.

• Review and approve the independent annual audit plan as well as material changes thereto quarterly.

• Pre-approve all auditing services and permitted non-audit services to be performed for the Corporation by the independent auditors, except as provided in this paragraph. In no event shall the independent auditors perform any non-audit services for the Corporation which are prohibited by Section 10A(g) of the Exchange Act or the rules of the SEC or the Public Corporation Accounting Oversight Board (or other similar body as may be established from time to time). The Committee shall establish general guidelines for the permissible scope and nature of any permitted non-audit services in connection with its annual review of the independent auditors’ audit plan and shall review such guidelines with the Board. Pre-approval may be granted by action of the full Committee or, in the absence of such Committee action, by the Committee Chair whose action shall be considered to be that of the entire Committee. Pre-approval shall not be required for the provision of non-audit services if (i) the aggregate amount of all such non-audit services constitutes no more than 5% of the total amount of revenues paid by the Corporation to the auditors during the fiscal year in which the non-audit services are provided, (ii) such services were not recognized by the Corporation at the time of engagement to be non-audit services, and (iii) such services are promptly brought to the attention of the Committee and approved prior to the completion of the audit. Approvals of a non-audit service to be performed by the auditors and, if applicable, the guidelines pursuant to which such services were approved, shall be disclosed when required as promptly as practicable in the Corporation’s quarterly or annual reports required by Section 13(a) of the Exchange Act.

• Oversee the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit at least once every five years and considering whether, in order to assure continuing auditor independence, it is appropriate to rotate the auditing firm itself from time to time.

8

• Recommend to the Corporation’s Board of Directors policies for the Corporation’s hiring of employees or former employees of the independent auditors who participated in any capacity in an audit of the Corporation, including in particular the prohibition on employment under Section 10A(1) of the Exchange Act as chief executive officer, controller, chief financial officer, chief accounting officer, or any person serving in an equivalent position for the Corporation, during the preceding one-year period.

• If appropriate, discuss with the national office of the independent auditors issues on which it was consulted by the Corporation’s audit team and any matters of audit quality and consistency.

• Ensure that the independent auditors have access to all necessary Corporation personnel, records or other resources.

G. Internal Audit Function

• Review and approve the internal audit department’s charter, as well as any material changes thereto annually. The Committee is also responsible for the appointment, compensation, and oversight of the work of the Corporation’s internal audit department, including the senior internal audit executive. The senior internal audit executive shall functionally report to the Committee and shall administratively report to the Corporation’s Chief Executive Officer. The Committee is responsible for identifying and approving the specific responsibilities of the senior internal audit executive.

• Review and approve the internal audit department’s Audit Standards Manual and significant operating policies, as well as any material changes thereto annually.

• Review and oversee the appointment, performance and replacement of the senior internal audit executive, as well as review and concur with the overall performance rating and compensation of the same annually.

• Identify and approve the specific responsibilities of the senior internal audit executive to the Committee and the Corporation’s Chief Executive Officer, and receive and review annual reports from the senior internal audit executive on the consistency of actual practice with these specific responsibilities.

• Review and approve the annual risk assessment, as well as material changes thereto quarterly.

• Review and approve the internal annual audit plan, including significant cosourcing agreements, as well as any material changes to the internal audit plan quarterly.

• Receive and review reports from the internal audit department regarding:

1) execution of the internal audit plan quarterly;

2) achievement of annual audit plan;

9

3) issues that result in a less than satisfactory audit rating, along with management’s proposed corrective actions and the status of that corrective action at each meeting, until the issue is closed by the internal audit department;

4) outstanding audit findings and/or issues by rating, as well as those which are past-due or have been re-aged, systemic issues which are pervasive or persistent across audits and over time, as well as trends in issues (volume, ratings, by line of business, etc);

5) significant trends of risk exposures and control matters;

6) significant governance issues that arise in the course of performing audits;

7) any unwarranted restriction on access by internal auditors to all Corporation activities, records, property, and personnel;

8) objective internal audit department performance metrics quarterly;

9) departmental budget or financial information (annually for approval and updates quarterly);

10) adequacy of financial and human resources;

11) significant departmental initiatives ;

12) significant staff training activities;

13) results of internal and external quality assurance reviews;

14) any potential fraud involving management or employees who are significantly involved in the internal controls of the Corporation as necessary;

15) calls to the Corporation’s Ethics Line; and

16) materials relative to significant industry, accounting, risk management or internal control matters that impact audit scope or emphasis.

• Pre-approve instances where the internal audit department will act as a consultant or will participate in significant special projects or unscheduled activities that exceed 500 hours and receive and review reports of the senior internal audit executive on the nature and extent of such activities.

• Ensure that the internal auditors have access to all necessary Corporation resources.

H. Compliance Oversight

• Review procedures designed to identify related party transactions that are material to the financial statements or otherwise require disclosure.

• Establish procedures and require the Corporation to obtain or provide the necessary resources and mechanisms for (i) the receipt, retention and treatment of complaints

10

received by the Corporation regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

• Discuss with management and the independent auditors any correspondence with regulators or governmental agencies and any employee complaints or published reports which raise material issues regarding the Corporation’s financial statements or accounting policies.

• Discuss with the Corporation’s General Counsel and Chief Risk Officer legal matters that may have a material impact on the financial statements and that may have an impact on the Corporation’s compliance policies.

I. Subsidiaries of the Corporation

• Review and approve all subsidiary bank audit committee charters and any material changes thereto annually.

• Receive and review the minutes of all subsidiary bank audit committee meetings.

• Receive and review special reports of subsidiary bank audit committees.

• Where the Committee is performing the duties required by law to be performed by an audit committee for a subsidiary bank of the Corporation that does not have its own audit committee, review with management and the independent auditors the basis for the reports required to be filed by management and by the independent auditors with the FDIC pursuant to 12 C.F.R. Sections 363.2 (a) and (b) and Sections 363.3 (a) and (b), respectively.

• Perform the duties required to be performed by the fiduciary audit committee for any bank and non-bank subsidiary of the Corporation exercising fiduciary powers that does not have its own audit committee, in each case to the extent permitted, and in the manner required, by applicable laws and regulations.

J. Duties Outside the Committee’s Scope of Responsibility

• The Committee’s job is one of oversight as set forth in this charter.

• It is not the duty of the Committee to prepare the Corporation’s or the Bank’s financial statements, to plan or conduct audits, or to determine that the Corporation’s or the Bank’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles (“GAAP”). The Corporation’s and the Bank’s management are responsible for preparing such financial statements and for maintaining internal controls, and the independent auditors are responsible for auditing the financial statements.

• It is not the duty of the Committee to conduct investigations or to assure compliance with laws and regulations and the Corporation’s Corporate Governance Guidelines and Code of Business Conduct and Ethics.

11

K. General

• Meet as often as the Committee or the Committee Chair determines, but not less frequently than quarterly.

• On a regular basis, as appropriate, meet separately with management, the internal auditors, and with the independent auditors.

• As appropriate, meet separately without management or with particular members of management only in executive session.

• Report to the full Board of Directors on the Committee’s activities at each meeting of the Board of Directors of the Corporation and the Bank.

• Maintain minutes or other records of the Committee’s meetings and activities.

• Form and delegate authority to subcommittees or members when appropriate.

• Annually review the performance of the Committee.

• Review and assess the quality and clarity of the information provided to the Committee and make recommendations to management, the Corporation’s Disclosure Committee, the internal auditors and the independent auditors as the Committee deems appropriate from time to time for improving such materials.

• Prepare the audit committee report to be included in the Corporation’s proxy statement when and as required by the rules of the SEC.

In performing their duties and 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 the Corporation and/or the Bank 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.

• Another committee of the Boards of Directors of the Corporation and/or Bank as to matters within its designated authority which committee the Committee member reasonably believes to merit confidence.

12

EX-99.3

Exhibit 99.3

As Approved by the Boards of Directors

of Fifth Third Bancorp on March 14, 2016

and of Fifth Third Bank on March 14, 2016

CHARTER

OF THE

FINANCE JOINT COMMITTEE

OF THE

BOARDS OF DIRECTORS

OF FIFTH THIRD BANCORP

AND OF FIFTH THIRD BANK

I. AUTHORITY AND MEMBERSHIP

The Finance Joint Committee (the “Committee”) shall be a joint committee of the Boards of Directors of Fifth Third Bancorp, an Ohio corporation (the “Corporation”), and Fifth Third Bank, an Ohio banking corporation (the “Bank”).

A. Appointment and Removal

The members of the Committee are appointed annually by the Boards of Directors of the Corporation and the Bank on the recommendation of the Nominating and Corporate Governance Committee of the Corporation.

The members shall serve until their successors are duly elected by the Boards of Directors of the Corporation and the Bank.

B. Constitution of the Committee

The Committee shall be comprised of three or more directors of the Corporation. At least three members of the Committee must be directors of the Bank.

C. Committee Leadership

The Chair of the Committee shall be appointed by the Board of Directors of the Corporation and shall preside at all meetings of the Committee at which he/she is present. In the absence of the Chair of the Committee, the Chair of the Committee may appoint one of the members of the Committee to preside at the meeting or one of the members present shall be chosen by the members of the Committee present to preside at the meeting.

D. Quorum

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 it is being adjourned.

E. Authority Vested in Committee

The Committee has the authority, to the extent it deems necessary or appropriate in its sole discretion, 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 Corporation and/or Bank employees to assist it in carrying out its duties. The Corporation and/or the Bank 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 the Corporation and/or the Bank 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 purpose is to exercise, during the intervals between the meetings of the Board of Directors, all the powers of the Board of Directors of the Corporation and the Bank in the management of the business, properties and affairs of the Corporation and the bank that may be permissibly exercised by a committee thereof.

III. RESPONSIBILITIES OF THE COMMITTEE

A. Charter Review

• 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.

B. Exercise Power of Board of Directors

The Committee shall have and may exercise, during the intervals between the meetings of the Board of Directors, all the powers of the Board of Directors in the management of the business, properties and affairs of the Corporation, including authority to take all action provided in the Corporation’s Code of Regulations to be taken by the Board of Directors; provided, however, that the foregoing is subject to the applicable provisions of law and shall not be construed as authorizing action by the Committee with respect to:

• Filling vacancies in the Board of Directors;

• Filling vacancies in any committee of the Board of Directors (including this Committee);

• Appointing committees of the Board of Directors;

• Designation of the Corporation’s Chief Executive Officer;

2

• Removal of officers of the Corporation;

• Removal of members of any committee of the Board of Directors (including this Committee);

• Declaration of any dividend;

• Exercising any authority granted to any other committee of the Board of Directors;

• Taking any action which, under any applicable securities, tax, banking or other laws, rules or regulations or requirements applicable to Nasdaq National Market issuers or such other exchange or system upon which the Corporation’s securities are listed, quoted and/or traded, may only be taken by a committee of directors meeting certain qualifications (such as “independence”) if the Committee members do not meet those qualifications;

• Taking any action reserved to the shareholders of the Corporation; or

• Taking any action not permitted to be taken by a committee of the Board of Directors by law, the Corporation’s Articles of Incorporation or the Corporation’s Code of Regulations.

C. General

• Meet as often as the Committee or the Committee Chair determines, but not less frequently than quarterly.

• As appropriate, meet separately without management or with particular members of management only in executive session.

• Report to the full Board of Directors on the Committee’s activities at each meeting of the Board of Directors of the Corporation and the Bank.

• Maintain minutes or other records of the Committee’s meetings and activities.

• Form and delegate authority to subcommittees or members when appropriate.

• 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 the Corporation and/or the Bank whom the Committee member reasonably believes to be reliable and competent in the matters presented;

3

• 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 Directors of the Corporation and/or the Bank as to matters within its designated authority which committee the Committee member reasonably believes to merit confidence.

4

EX-99.4

Exhibit 99.4

As approved by the Board of Directors

of Fifth Third Bancorp on March 14, 2016

CHARTER

OF THE

HUMAN CAPITAL AND COMPENSATION COMMITTEE

OF THE

BOARD OF DIRECTORS OF FIFTH THIRD BANCORP

I. AUTHORITY AND MEMBERSHIP

A. Appointment and Removal

The members of the Human Capital and Compensation Committee (the “Committee”) are appointed annually by the Board of Directors of Fifth Third Bancorp (the “Corporation”) on the recommendation of the Nominating and Corporate Governance Committee of the Corporation.

The members shall serve until their successors are duly elected by the Board of Directors.

B. Constitution of the Committee

The Committee shall be comprised of three or more directors of the Corporation.

C. Qualifications of Committee Members

Committee members must fully satisfy the independence and qualification 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 as well as any standards of independence or qualifications applicable to the Corporation as prescribed by federal or state banking, securities, corporate, tax or other laws, rules, or regulations.

Each member of the Committee shall meet both the definition of “non-employee director” under Rule 16b-3 under the Securities Exchange Act of 1934 (the “Exchange Act”) and the definition of “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986.

No member of the Committee shall be an officer or former officer of the Corporation or an “affiliated person” of the Corporation or any of its subsidiaries.

No member of the Committee may have any interlocking relationships required to be disclosed under the federal securities laws, including Item 402(j)(3) of Regulation S-K.

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

D. Committee Leadership

The Chair of the Committee shall be appointed by the Board of Directors and shall preside at all meetings of the Committee at which he/she is present. In the absence of the Chair of the Committee, the Chair of the Committee may appoint one of the members of the Committee to

preside at the meeting or one of the members present shall be chosen by the members of the Committee present to preside at the meeting.

E. Quorum

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 it is being adjourned.

F. Authority Vested in the Committee

The Committee has the authority, to the extent it deems necessary or appropriate in its sole discretion, to retain compensation consultants and 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 to provide the Committee with the support of one or more Corporation 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 the Corporation 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.

The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultants or independent legal, accounting or other advisors retained by the Committee. The Committee shall select compensation consultants and independent legal, accounting or other advisors only after taking into consideration all factors relevant to the independence of such compensation consultants or independent legal, accounting or other advisors including:

• The provision of other services to the Corporation by the person that employs the compensation consultant, legal counsel or other adviser;

• The amount of fees received from the Corporation by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser;

• The policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest;

• Any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Committee;

• Any stock of the Corporation owned by the compensation consultant, legal counsel or other adviser; and

-2-

• Any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser with an Executive Officer of the Corporation.

II. PURPOSE OF THE COMMITTEE

The Committee’s primary purposes are to:

• Discharge the Corporation’s responsibilities relating to the compensation of the Corporation’s Executive Officers. The Committee has overall responsibility for overseeing the benefit, bonus, incentive compensation, severance, equity-based or other compensation plans, policies and programs of the Corporation and its subsidiaries.

• Oversee management’s development and implementation of the incentive compensation strategy for the Corporation.

• Oversee the incentive compensation plans, policies and programs encompassing those employees of the Company and its subsidiaries who, either individually or as part of a group, have the ability to expose the Company to material risk (“Covered Employees”).

• Implement Chief Executive Officer (“CEO”) succession planning.

• Make recommendations regarding director compensation to the Board of Directors.

• Prepare the annual report on executive compensation for inclusion in the Corporation’s proxy statement, including review and discussion of the Compensation Discussion & Analysis with Management and disclosure of whether the Committee has retained or obtained the advice of a compensation consultant and if the work of the compensation consultant has raised any conflict of interest and, if so, the nature of the conflict and how it is being addressed.

III. RESPONSIBILITIES OF THE COMMITTEE

A. Charter Review

• Review and reassess the adequacy of this Charter annually and recommend to the Board of Directors of the Corporation any proposed changes to this Charter.

• 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.

B. Executive Compensation/Approval of Transactions

• Annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives, and recommend to the Board of Directors the CEO’s compensation levels based on this evaluation. In determining the long-term incentive component of CEO compensation, the Committee will consider the Company’s performance and relative shareholder return, the

-3-

value of similar incentive awards to CEOs at comparable companies, and the awards given to the CEO in past years.

• Create and maintain a succession plan for the CEO.

• Annually review and approve, the compensation of the CEO and the Executive Officers of the Company, including: (a) the annual base salary level, (b) the annual incentive opportunity level, (c) the long-term incentive opportunity level, (d) employment agreements, severance agreements, and change in control agreements/provisions, in each case as, when and if appropriate, and (e) any special or supplemental benefits.

The CEO may not be present for the Committee’s voting or deliberation on the compensation of the CEO.

• Annually review and make recommendations to the Board of Directors with respect to executive officers’ incentive compensation plans and equity-based plans, and make necessary approvals relative to 162(m) provisions.

• Adopt, administer, document, approve and ratify the Corporation’s incentive compensation and stock plans and awards thereunder, including amendments to the plans or awards made under any such plans, and review and monitor awards under such plans.

• In the event the Corporation is required to prepare an accounting restatement due to the material noncompliance of the Corporation with any financial reporting requirement under the securities laws, the Corporation will provide for the recovery from any current or former Executive Officer of the issuer who received incentive based compensation (including stock options awarded as compensation) during the three year period preceding the date on which the Corporation is required to prepare an accounting restatement, based on the erroneous data, in excess of what would have been paid to the Executive Officer under the accounting restatement.

• Review and approve incentive compensation polices and performance management guidelines, ensuring that they are aligned with the incentive compensation strategy.

• Except for those transactions covered by policies and procedures governed by Regulation O, pre-approve all loans or other extensions of credit and all related party or affiliate transactions between the Corporation and any of its affiliates, directors, officers and/or employees or in which any of such persons directly or indirectly is interested or benefited. The Committee shall establish and maintain policies and procedures for the review and approval of the same.

• Meet with members of senior management as needed to discuss compensation matters.

C. Risk and Compliance Oversight

Consistent with its responsibilities to oversee the Compensation Risk Oversight Committee:

• Ensure the establishment of an effective incentive compensation strategy which provides balanced risk-taking incentives in alignment with the Corporation’s risk appetite.

-4-

• Discuss, evaluate, document, and review with the Chief Risk Officer at least annually executive officer compensation plans and employee compensation plans and the risks these plans pose to the Bank. The risk assessment is also reviewed by the Risk and Compliance Committee of the Board of Directors (“RCC”).

• Identify and limit features of:

a. Executive officer compensation plans that could lead the officer to take unnecessary and excessive risks;

b. Employee compensation plans that pose risks to ensure the Corporation is not unnecessarily exposed to risk; and

c. Both executive officer and employee compensation plans that encourage behavior focused on short-term results rather than long-term value creation.

• Discuss, evaluate, review, and document at least annually the terms of all employee compensation plans and identify and eliminate features that encourage manipulation of reported earnings to enhance the compensation of the employee.

• Oversee the inherent risk approach and measurement, including the methodology used for identifying Covered Employees and document the review and any modifications made.

• Oversee management’s program of ongoing monitoring and independent validation to assess the effectiveness of incentive compensation policies, and document the review and any modifications made.

• Prepare narrative description of how the above features were limited and include annual certification in the proxy statement of the completed review.

• Periodically review the Corporation’s insider trading policies and procedures, benefit, incentive compensation and stock plans, compensation agreements, plans, policies and arrangements, and outstanding loans to its directors, officers and/ or employees, and shall adopt amendments or changes to the same, and shall establish procedures and mechanisms designed to cause the same to comply with all provisions under the securities, tax, banking, ERISA or other laws and regulations or the requirements of Nasdaq regarding:

a) loans or other extensions of credit to affiliates, directors, officers or employees of the Corporation;

b) reimbursement of the Corporation for, or forfeiture of, any profits, bonus or equity-based compensation by the Corporation’s CEO, CFO and/or executive officers in connection with an accounting restatement;

c) investment elections and changes thereto, blackout periods, and restrictions on trading by plan participants, directors, officers and employees of the Corporation;

d) related party or affiliate transactions with the Corporation; and

-5-

e) Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

E. General

• Meet as often as the Committee or the Committee Chair determines, but not less frequently than quarterly.

• As appropriate, meet separately without management or with particular members of management only in executive session.

• Report to the Board of Directors of the Corporation on the Committee’s activities at each meeting of the Board of Directors of the Corporation.

• Maintain minutes or other records of the Committee’s meetings and activities.

• Form and delegate authority to subcommittees when appropriate.

• Annually review the performance of the Committee.

• Prepare the Committee report to be included in the Corporation’s proxy statement when and as required by the rules of the SEC.

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 the Corporation 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 Directors as to matters within its designated authority which committee the Committee member reasonably believes to merit confidence.

-6-

EX-99.5

Exhibit 99.5

As Approved by the Board of Directors

of Fifth Third Bancorp on March 14, 2016

CHARTER OF THE

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

OF THE BOARD OF DIRECTORS

OF FIFTH THIRD BANCORP

I. AUTHORITY AND MEMBERSHIP

A. Appointment and Removal

The members of the Nominating and Corporate Governance Committee (the “Committee”) are appointed annually by the Board of Directors of Fifth Third Bancorp (the “Corporation”) on the recommendation of the Committee.

The members of the Committee shall serve until their successors are duly elected by the Board of Directors.

B. Constitution of the Committee

The Committee shall be comprised of three or more directors of the Corporation.

C. Qualifications of Committee Members

Committee members must fully satisfy the independence and qualification 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 as well as any standards of independence or qualifications applicable to the Corporation as prescribed by federal or state banking, securities, corporate, tax or other laws, rules, or regulations.

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

D. Committee Leadership

The Chair of the Committee shall be appointed by the Board of Directors and shall preside at all meetings of the Committee at which he/she is present. In the absence of the Chair of the Committee, the Chair of the Committee may appoint one of the members of the Committee to preside at the meeting or one of the members present shall be chosen by the members of the Committee present to preside at the meeting.

E. Quorum

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 it is being adjourned.

F. Authority Vested in the Committee

The Committee has the authority, to the extent it deems necessary or appropriate in its sole discretion, to retain independent legal, accounting or other advisors and/or executive or other search firms. The Committee shall also have the authority, to the extent it deems necessary or appropriate, to ask the Corporation to provide the Committee with the support of one or more Corporation 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 or search firms employed by the Committee. The Committee may request any officer or employee of the Corporation 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:

• Develop and recommend to the Board of Directors corporate governance policies and guidelines for the Corporation and for identifying and nominating director and committee member candidates; and

• Nominate directors for election to the Board of Directors and appointment to committee membership.

III. RESPONSIBILITIES OF THE COMMITTEE

A. Charter Review

• Review and reassess the adequacy of this Charter annually and recommend to the Board of Directors of the Corporation any proposed changes to this Charter.

• 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.

B. Corporate Governance Policies

• Recommend to the Board of Directors policies to enhance the effectiveness of the Board of Directors, including the size and composition of the Board of Directors, the frequency and structure of meetings of the Board of Directors, the frequency, structure and guidelines for calling executive sessions of independent directors, procedures for meetings of the Board of Directors, including distribution of meeting materials, and the formation of new committees of the Board of Directors.

• Create and review at least annually, the corporate governance policies of the Corporation, including Corporate Governance Guidelines and Code of Business Conduct and Ethics, to ensure that they are appropriate for the Corporation and comply with applicable laws,

2

regulations and listing standards, and to recommend any desirable changes to the Board of Directors.

• Establish an enforcement mechanism for the Corporation’s Code of Business Conduct and Ethics.

• Consider any other corporate governance issues that arise from time to time, including requests for waivers from the Corporation’s Code of Business Conduct and Ethics or Corporate Governance Guidelines, and develop appropriate recommendations for the Board.

• Review and advise the Board of Directors from time to time with respect to the governance structure of the Corporation.

C. Board Membership

• Investigate and assess the backgrounds and skills required of members of the Board of Directors and those of potential candidates for membership on the Board of Directors.

• Nominate candidates to be presented to the shareholders for election or to the Board of Directors for appointment to fill vacancies accordingly, considering the independence and other qualifications of each candidate and seeking an appropriately diversified Board of Directors.

• Establish training and orientation programs for all new members of the Board of Directors.

• Recommend to the Board of Directors standards for determining director independence and other qualifications consistent with the requirements applicable to Nasdaq and other legal or regulatory requirements.

D. Committee Memberships

• Make membership recommendations to the Board of Directors and on the various committees of the Board of Directors (considering the qualifications for membership on each committee).

• Recommend to the Board of Directors such changes to the committee structure and committee functions as it deems advisable.

• Recommend committee members for chairs of such committees of the Board of Directors.

E. Evaluation of the Board of Directors and Committees

• Review on at least an annual basis the Board of Director’s performance as a whole and each committee’s performance as a whole.

3

F. General

• Meet as often as the Committee or the Committee Chair determines, but not less than three times per year.

• As appropriate, meet separately without management or with particular members of management only in executive session.

• Form and delegate authority to subcommittees when appropriate.

• Report to the Board of Directors of the Corporation on the Committee’s activities at each meeting of the Board of Directors of the Corporation.

• Maintain minutes or other records of the Committee’s meetings and activities.

• 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 the Corporation 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 Directors as to matters within its designated authority which committee the Committee member reasonably believes to merit confidence.

4

EX-99.6

Exhibit 99.6

As Approved by the Boards of Directors

of Fifth Third Bancorp on March 14, 2016

and of Fifth Third Bank on March 14, 2016

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 Risk and Compliance Joint Committee (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”).

A. Appointment and Removal

The members of the Committee are appointed annually by the Boards of Directors of the Corporation and the Bank on the recommendation of the Nominating and Corporate Governance Committee of the Corporation.

The members shall serve until their successors are duly elected by the Boards of Directors of the Corporation and the Bank.

B. Constitution of Committee

The Committee shall be comprised of three or more directors of the Corporation. At least three members of the Committee must be directors of the Bank.

The Committee’s membership shall be such that, in the judgment of the Corporation’s Nominating and Corporate Governance Committee, 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.

C. Qualifications of Committee Members

Committee members must fully satisfy the independence and qualification 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 as well as any standards of independence or qualifications applicable to the Corporation and/or the Bank as prescribed by federal or state banking, securities, corporate, tax or other laws, rules, or regulations.

At least one member of the Committee must have experience in identifying, assessing and managing risk exposures of large, complex financial firms.

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

D. Committee Leadership

The Chair of the Committee shall be appointed by the Board of Directors of the Corporation. The Committee Chair must:

• not be an officer or employee of the Corporation or the Bank and must not have been an officer or employee of the Corporation or the Bank during the previous three years;

• not be a member of the immediate family (as defined in section 225.41(b)(3) of Federal Reserve Regulation Y (12 CFR 225.41(b)(3)) of a person who is, or has been within the last three years, an executive officer of the Corporation or the Bank (as defined in section 215.2(e)(1) of Federal Reserve Regulation O (12 CFR 215.2(e)(1)); and

• either (1) be an independent director under Item 407 of the Securities and Exchange Commission’s Regulation S–K (17 CFR 229.407(a)), if the Corporation has an outstanding class of securities traded on an exchange registered with the U.S. Securities and Exchange Commission as a national securities exchange under section 6 of the Securities Exchange Act of 1934 (15 U.S.C. 78f) (national securities exchange); or (2) qualify as an independent director under the listing standards of a national securities exchange, as demonstrated to the satisfaction of the Federal Reserve Board, if the Corporation does not have an outstanding class of securities traded on a national securities exchange.

Subject to the qualifications above, in the absence of the Chair of the Committee, the Chair of the Committee may appoint one of the members of the Committee to preside at the meeting or one of the members present shall be chosen by the members of the Committee present to preside at the meeting.

E. Quorum

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 it is being adjourned.

F. Authority Vested in the Committee

The Committee has the authority, to the extent it deems necessary or appropriate in its sole discretion, to retain independent legal, accounting or other advisors, including risk management and other consultants. 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 employees to assist it in carrying out its duties. The Corporation and/or the Bank 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 the Corporation or the Bank or the Corporation’s outside counsel or other advisors to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

-2-

II. PURPOSE OF THE COMMITTEE

The Committee’s sole and exclusive function is responsibility for the risk management policies of the Corporation’s and the Bank’s global operation and oversight of its global risk management framework. In furtherance of this function, the Committee shall:

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

• 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 a global 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 oversight by the Boards of Directors of the Corporation and the Bank, policies, risk limits, and risk committees, and further by a culture that supports risk management objectives and reflects appropriate accountability by all lines of defense.

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 of Directors of the Corporation any proposed changes to this Charter.

• 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.

B. Risk Management

1. General

• 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.

-3-

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

• 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.

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

• Review and recommend to the Board of Directors of the Corporation the approval of certain regulatory filings, such as the holding company and insured depository institution resolution plans.

• Receive and review reports on not less than a quarterly basis from the Corporation’s Chief Risk Officer.

• Together with the Corporation’s Chief Executive Officer, directly oversee the Corporation’s Chief Risk Officer.

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.

• Review the Corporation’s capital position and liquidity position under clearly defined stress tests as outlined in the Corporation’s Contingency Funding Plan and Capital Management and Dividend Policy.

-4-

• Approve the Corporation’s Contingency Funding Plan at least annually, and must approve any material revisions to the Contingency Funding Plan prior to the implementation of such revisions.

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.

• 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.

• 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.

• 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

-5-

information, as it may deem desirable and appropriate from external or internal sources, including from other committees of the Boards of Directors of the Corporation and/or the Bank, and shall similarly provide access to its reports and information.

5. Operational Risk

• Develop and maintain an Operational Risk Management Policy (the “OR Policy”), which 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.

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

• 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.

-6-

• 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.

• 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.

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.

• 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, other applicable federal, state and local laws and all similar laws, rules and regulations.

• 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, as well as information regarding the adequacy of the Corporation’s compliance risk management program and significant compliance issues and/or findings.

10. Fiduciary Activities

• Exercise 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

-7-

reports from designated management committees regarding the fiduciary activities of the Bank and other subsidiaries.

• Oversee 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.

C. General

• Meet as often as the Committee or the Committee Chair determines, but not less than eight times annually.

• As appropriate, meet separately without management or with particular members of management only in executive session.

• Report to the full Board of Directors on the Committee’s activities at each meeting of the Board of Directors of the Corporation and the Bank.

• Maintain minutes or other records of the Committee’s meetings and activities.

• Form and delegate authority to subcommittees or members when appropriate.

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

-8-

EX-99.7

Exhibit 99.7

FIFTH THIRD BANCORP

CORPORATE GOVERNANCE GUIDELINES

AS ADOPTED BY THE BOARD OF DIRECTORS

EFFECTIVE MARCH 15, 2016

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

2

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.

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.

3

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 for-profit 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.

4

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.

5

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

6

counsel if, in the opinion of the committee, any matter under consideration by the committee has 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; and

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

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:

7

• 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);

• 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;

8

• 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.

9

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.

10

EX-99.8

Exhibit 99.8

		News Release
CONTACT:	Sameer Gokhale (Investors)	FOR IMMEDIATE RELEASE
	(513) 534-2219	March 15, 2016
	Jim Eglseder (Investors)
	(513) 534-8424
	Larry Magnesen (Media)
	(513) 534-8055

Fifth Third Bancorp Announces Cash Dividends

Board Approves Share Repurchase Authorization of 100 million shares

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

Fifth Third Bancorp (Nasdaq: FITB) today declared a cash dividend on its common shares of $0.13 for the first quarter of 2016. The dividend is payable on April 21, 2016 to shareholders of record as of March 31, 2016.

Fifth Third also declared a cash dividend on its 4.90% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series J, at the rate of $612.50 per preferred share, which equates to approximately $24.50 for each depositary share. Each depositary share represents a 1/25th ownership interest in a share of Series J Preferred Stock. The Series J dividend is payable on March 31, 2016 to shareholders of record as of March 25, 2016.

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 $414.06 per preferred share, which equates to approximately $0.41406 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 March 31, 2016 to shareholders of record as of March 25, 2016.

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 2014 under which approximately 16 million shares remain.

Future capital distributions prior to June 30, 2016 are subject to the 2015 Comprehensive Capital Analysis & Review (“CCAR”) authorization for Fifth Third announced on March 11, 2015. Capital Distributions beginning July 1, 2016 through June 30, 2017 will be subject to the 2016 CCAR authorization that is expected to be announced on or before June 30, 2016. Any future capital distributions 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, 2015, the Company had $141 billion in assets and operated 1,254 full-service Banking Centers, including 95 Bank Mart^® locations, most open seven days a week, inside select grocery stores and 2,593 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 an 18.3% interest in Vantiv Holding, LLC. Fifth Third is among the largest money managers in the Midwest and, as of December 31, 2015, had $297 billion in assets under care, of which it managed $26 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.”

# # #