Fifth Third Bancorp

(e) As described in Item 5.07 below, Fifth Third’s shareholders approved the Fifth Third Bancorp 2021 Incentive Compensation Plan (the “Plan”) at the annual meeting of shareholders on April 13, 2021. The Plan was adopted by Fifth Third’s Board of Directors on February 17, 2021, subject to shareholder approval. Now that shareholder approval has been obtained, the Plan is effective as of April 13, 2021. Subject to adjustment in certain circumstances, the Plan authorizes the grant of awards with respect to up to 50 million shares of common stock, plus shares that become available for issuance under the Plan from cancellations or forfeitures of awards under the Company’s prior plans. Any officer, employee, director, regional director or consultant of the Company or any of its subsidiaries or affiliates is eligible to receive an award under the Plan.

(e) As described in Item 5.07 below, Fifth Third’s shareholders approved the Fifth Third Bancorp 2021 Incentive Compensation Plan (the “Plan”) at the annual meeting of shareholders on April 13, 2021. The Plan was adopted by Fifth Third’s Board of Directors on February 17, 2021, subject to shareholder approval. Now that shareholder approval has been obtained, the Plan is effective as of April 13, 2021. Subject to adjustment in certain circumstances, the Plan authorizes the grant of awards with respect to up to 50 million shares of common stock, plus shares that become available for issuance under the Plan from cancellations or forfeitures of awards under the Company’s prior plans. Any officer, employee, director, regional director or consultant of the Company or any of its subsidiaries or affiliates is eligible to receive an award under the Plan.

Executive Severance Benefits Plan . On February 17, 2021, the Human Capital and Compensation Committee (the “ Committee ”) of the Board of Directors of Fifth Third Bancorp (the “ Company ” or “ Bancorp ”), adopted the Fifth Third Bank, National Association Executive Severance Benefits Plan (the “ Severance Benefits Plan ”) which became effective on February 17, 2021. Benefits under the Severance Benefits Plan are available to certain executive employees of Fifth Third Bank, National Association (the “ Bank ”).

On November 4, 2020, Tayfun Tuzun resigned as Executive Vice President and Chief Financial Officer of the Company, effective as of November 9, 2020. On November 4, 2020, the Board of Directors of the Company appointed James C. Leonard as Executive Vice President and Chief Financial Officer of the Company, effective as of November 9, 2020. Mr. Leonard’s prior business experience is described in the section titled, “Information About Our Executive Officers” of the Company’s Annual Report on Form 10-K filed for the fiscal year ended December 31, 2019 and is hereby incorporated by reference. There are no arrangements or understandings between Mr. Leonard and any other person pursuant to which he was elected as an officer of the Company, and there are no family relationships between Mr. Leonard and any of the Company’s other directors or executive officers.

On October 26, 2020, Fifth Third Bancorp (the “Company”) announced the promotion of Timothy N. Spence to President of the Company, effective immediately. Mr. Spence’s prior business experience is described in the section titled, “Information About Our Executive Officers” of the Company’s Annual Report on Form 10-K filed for the fiscal year ended December 31, 2019 and is hereby incorporated by reference. Information with respect to Mr. Spence’s compensatory arrangements is set forth in the Company’s proxy statement filed on March 4, 2020 and is incorporated herein by reference. There are no arrangements or understandings between Mr. Spence and any other person pursuant to which he was elected as an officer of the Company, and there are no family relationships between Mr. Spence and any of the Company’s other directors or executive officers. There are no transactions in which Mr.

(d) On July 17, 2020, the Board of Directors of Fifth Third Bancorp appointed Linda W. Clement-Holmes as a Director. The Board of Directors also increased the size of the Board to fifteen Directors and appointed Ms. Clement-Holmes to fill the vacancy created by the increase. In addition, Ms. Clement-Holmes will serve on the Bancorp’s Technology Committee. A copy of the related press release is attached as Exhibit 99.1 hereto. Ms. Clement-Holmes will receive compensation as a Director under Fifth Third’s Director Pay Program as disclosed in the Registrant’s definitive Proxy Statement filed with the Securities and Exchange Commission on March 4, 2020.

(b) On June 15, 2020, Jerry W. Burris notified the Board of Directors (the “Board”) of Fifth Third Bancorp (the “Company”) of his resignation as a director of the Company. Mr. Burris’ resignation was due to scheduling conflicts with Board meeting dates that have arisen in relation to his expanding responsibilities as the Chief Executive Officer of Midwest Can Company and was not the result of any dispute or disagreement with the Company on any matter relating to its operations, policies, or practices. (d) As disclosed in the Company’s Definitive Proxy Statement filed with the SEC on March 4, 2020 (the “Proxy Statement”), the Company announced its intention to recommend Mitchell S. Feiger for appointment to the Board following his retirement from employment with the Company. Mr. Feiger was Chief Executive Officer of MB Financial, Inc.

On January 30, 2020, Fifth Third Bancorp (the “Company”) promoted James C. Leonard to Executive Vice President and Chief Risk Officer, and Kevin Lavender to Executive Vice President and Head of Corporate Banking. Frank R. Forrest has been appointed to the role of Executive Vice President and Special Advisor for Risk Management and Regulatory Matters of the Company, to serve until December 31, 2020, at which time he will retire from the Company. Lars C. Anderson has been appointed to the role of Executive Vice President and Vice Chairman of Commercial Banking Strategic Growth Initiatives.

(d) As previously reported by Fifth Third Bancorp on a Form 8-K filed with the SEC on March 18, 2019, Thomas H. Harvey and C. Bryan Daniels were appointed to the Bancorp’s Board of Directors effective March 22, 2019. On September 16, 2019, the Board appointed Mr. Harvey to its Nominating & Corporate Governance Committee and to its Risk & Compliance Committee and also appointed Mr. Daniels to its Audit Committee and its Risk & Compliance Committee.

As previously disclosed, Teresa Tanner, Executive Vice President and Chief Administrative Officer, provided notice to the Company on May 16, 2019 of her intent to retire. On July 1, 2019, the Company and Ms. Tanner entered into an Agreement (the “Agreement”) pursuant to which she will defer her retirement until July 1, 2021 in order to assist the Company with the completion of certain specified projects initiated under her tenure. Pursuant to the terms of the Agreement, Ms. Tanner will assume the role of Special Advisor to the Company in order to provide these ongoing services, in consideration for which she will receive a lump sum payment of $390,000, subject to her execution and non-revocation of a general release, a base salary of $48,750 per month, and continued vesting of outstanding equity awards through the duration of the Agreement, in accordance with its terms. Ms.

(e) As described in Item 5.07 below, Fifth Third’s shareholders approved the adoption of the Fifth Third Bancorp 2019 Incentive Compensation Plan (the “Plan”) at the annual meeting of shareholders on April 16, 2019. The Plan was adopted by Fifth Third’s Board of Directors on February 7, 2019, subject to shareholder approval. Now that shareholder approval has been obtained, the Plan is effective as of April 16, 2019. Subject to adjustment in certain circumstances, the Plan authorizes up to 40 million shares of common stock for issuance, plus shares that become available for issuance under the Plan from cancellations or forfeitures of awards under the Company’s prior plans. Any officer, employee, director, regional director or consultant of the Company or any of its subsidiaries or affiliates is eligible to receive an award under the Plan.

On May 17, 2019, Teresa Tanner, Executive Vice President and Chief Administrative Officer, notified Fifth Third Bancorp (the “Company”) that she will retire effective July 1, 2019. The Company’s press release announcing the above referenced matter is attached to this report as Exhibit 99.1.

(e) As described in Item 5.07 below, Fifth Third’s shareholders approved the adoption of the Fifth Third Bancorp 2019 Incentive Compensation Plan (the “Plan”) at the annual meeting of shareholders on April 16, 2019. The Plan was adopted by Fifth Third’s Board of Directors on February 7, 2019, subject to shareholder approval. Now that shareholder approval has been obtained, the Plan is effective as of April 16, 2019. Subject to adjustment in certain circumstances, the Plan authorizes up to 40 million shares of common stock for issuance, plus shares that become available for issuance under the Plan from cancellations or forfeitures of awards under the Company’s prior plans. Any officer, employee, director, regional director or consultant of the Company or any of its subsidiaries or affiliates is eligible to receive an award under the Plan.

On March 14, 2019, the Board of Directors (the “Board”) of Fifth Third voted to increase the size of the Board to 14 members and appoint Thomas H. Harvey and C. Bryan Daniels to the Board as independent directors effective upon the consummation of the transactions contemplated by the Merger Agreement. The Merger Agreement required Fifth Third to appoint to its Board of Directors two of MB Financial’s directors as mutually agreed by Fifth Third and MB Financial (at least one of whom shall be an independent director). The committees to which the new directors will be appointed have not yet been determined. The new directors will participate in Fifth Third’s standard compensation arrangements for non-employee directors as described in Fifth Third’s Definitive Proxy Statement filed on March 6, 2019.

(e) As described in Item 5.07 below, Fifth Third’s shareholders approved the adoption of the Fifth Third Bancorp 2017 Incentive Compensation Plan (the “Plan”) at the annual meeting of shareholders on April 18, 2017. The Plan was adopted by Fifth Third’s Board of Directors on February 28, 2017, subject to shareholder approval. Now that shareholder approval has been obtained, the Plan is effective as of April 18, 2017. Subject to adjustment in certain circumstances, the Plan authorizes up to 17.5 million shares of common stock for issuance, plus shares that become available for issuance under the Plan from cancellations or forfeitures of awards under the Company’s prior plans. Any officer, employee, director, regional director or consultant of the Company or any of its subsidiaries or affiliates is eligible to receive an award under the Plan.

(e) As described in Item 5.07 below, Fifth Third’s shareholders approved the adoption of the Fifth Third Bancorp 2017 Incentive Compensation Plan (the “Plan”) at the annual meeting of shareholders on April 18, 2017. The Plan was adopted by Fifth Third’s Board of Directors on February 28, 2017, subject to shareholder approval. Now that shareholder approval has been obtained, the Plan is effective as of April 18, 2017. Subject to adjustment in certain circumstances, the Plan authorizes up to 17.5 million shares of common stock for issuance, plus shares that become available for issuance under the Plan from cancellations or forfeitures of awards under the Company’s prior plans. Any officer, employee, director, regional director or consultant of the Company or any of its subsidiaries or affiliates is eligible to receive an award under the Plan.

Fifth Third Bancorp announced on April 7, 2017, that Chad Borton, executive vice president and the head of its consumer bank, will be leaving Fifth Third and joining USAA Federal Savings Bank as its president. He delivered his notice on April 6, 2017 and his last day with Fifth Third will be May 1, 2017.

(d) As previously reported by Fifth Third Bancorp on a Form 8-K filed with the SEC on September 21, 2016, Jerry W. Burris and Eileen A. Mallesch were appointed to the Bancorp’s Board of Directors effective September 20, 2016. This amendment to Form 8-K is being filed to report that on December 20, 2016, the Board appointed Mr. Burris to its Audit Committee and Ms. Mallesch to its Risk and Compliance Committee. Pursuant to Fifth Third’s Director Pay Program, each of Mr. Burris and Ms. Mallesch will receive an annual retainer of $10,000 in 2017 for serving on these committees in addition to the $85,000 annual retainer each will receive for serving on the Board. The Director Pay Program contains additional details regarding Director compensation and was filed by the Bancorp with the SEC on November 9, 2016, as Exhibit 10.2 to its Quarterly Report on Form 10-Q.

(d) On September 20, 2016, the Board of Directors of Fifth Third Bancorp elected Jerry W. Burris and Eileen A. Mallesch as Directors. The Board of Directors increased the size of the Board to thirteen Directors and appointed Mr. Burris and Ms. Mallesch as Directors to fill the vacancies created by the increase. A copy of the related press release is attached as Exhibit 99.1 hereto. The Board has not yet determined the committees to which Mr. Burris and Ms. Mallesch will be appointed. Mr. Burris and Ms. Mallesch will receive compensation as Directors under Fifth Third’s newly adopted Director Pay Program. Under the program they will each receive an annual cash retainer of $85,000 payable quarterly (for 2016 this retainer will be pro-rated for their date of appointment) as well as a grant of 1,709 restricted stock units with dividend equivalents.

(b) On March 6, 2016, James P. Hackett, the Company’s independent, non-executive Chairman of the Board of Directors, announced his retirement from the Board of Directors to pursue other full time employment opportunities. His retirement will be effective at the Annual Meeting of Shareholders which is scheduled to be held on April 19, 2016 and he will not be standing for re-election. Mr. Hackett has served as a director of Fifth Third Bancorp since 2001 and as its Chairman since April 15, 2014. The Board of Directors will vote to decrease the size of the Board such that no vacancies will result from Mr. Hackett’s retirement.