FIFTH THIRD BANCORP

Fifth Third endeavors to attract and retain elite talent and motivate them to fulfill Fifth Third’s ambition to be the One Bank that people most value and trust. We plan to accomplish this by establishing compensation programs that reward our people for delivering the right products to the right customers, in ways that consider our shareholders’ long-term interests and align with Fifth Third’s values, while also staying within our risk tolerance. Our compensation philosophy guides us in this endeavor.

Our compensation is delivered through three primary elements:

The Company typically pays base salary and annual incentive compensation awards through our variable compensation plan (“Variable Compensation Plan” or “VCP”), in cash. All long-term, equity-based incentive compensation awards are settled in shares of the Company’s common stock, but accrue dividend equivalents in cash, which are paid upon vest and distribution of the underlying award. These three elements combined define our “Total Direct Compensation,” which is referred to in the discussion that follows.

When making pay decisions, the Human Capital and Compensation Committee (the “Committee”) considers the aggregate and mix of an executive officer’s Total Direct Compensation and reviews Company performance results, individual performance, and risk assessment information to ensure that pay decisions align with performance and ultimately shareholders’ interests.