Fifth Third Bancorp (FITB) 8-K Amendments to Articles of Incorporation or Bylaws

Exhibit 4.1

DATE DOCUMENT ID DESCRIPTION FILING EXPED CERT COPY
07/29/2020 202021102370 AMENDMENT TO ARTICLES (AMD) 50.00 300.00 0.00 0.00
Receipt
This is not a bill. Please do not remit payment.
GRAYDON HEAD & RITCHEY LLP
ATTN:KYLE BLACK, PARALEGAL
312 WALNUT ST., SUITE 1800
CINCINNATI, OH 45202
STATE OF OHIO
CERTIFICATE
Ohio Secretary of State, Frank LaRose
458715
It is hereby certified that the Secretary of State of Ohio has custody of the business records for
FIFTH THIRD BANCORP
and, that said business records show the filing and recording of:
Document(s) Document Nofs):
AMENDMENT TO ARTICLES 202021102370
Effective Date: 07/29/2020
Witness my hand and the seal of the Secretary of State at Columbus, Ohio this 29th day of July, A.D. 2020.
Ohio Secretary of State
United States of America
State of Ohio
Office of the Secretary of State

Form 540 Prescribed by:
Frank LaRose
Ohio Secretary of State
Toll Free: 877.767.3453
Central Ohio: 614.466.3910
OhioSoS.gov
business@OhioSoS.gov
File online or for more information: OhioBusinessCentral.gov
Mall this form to one of the following:
Regular Filing (non expedite)
P.O. Box 1329
Columbus, OH 43216
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P.O. Box 1390
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RECEIVED
JUL 29 2020
SECRETARY OF STATE
Certificate of Amendment
(For-Profit, Domestic Corporation)
Filing Fee: $50
Form Must Be Typed
Check appropriate box:
Amendment to existing Articles of Incorporation (125-AMDS)
Amended and Restated Articles (122-AMAP)—The following articles supersede the existing articles and all amendments thereto.
Complete the following information:
Name of Corporation
Fifth Third Bancorp
Charter Number
458715
Check one box below and provide information as required:
The articles are hereby amended by the Incorporators. Pursuant to Ohio Revised Code section 1701.70 ? (A), incorporators may adopt an amendment to the articles by a writing signed by them if initial directors are not named in the articles or elected and before subscriptions to shares have been received.
The articles are hereby amended by the Directors. Pursuant to Ohio Revised Code section 1701.70(A), directors may adopt amendments if initial directors were named in articles or elected, but subscriptions to shares have not been received. Also, Ohio Revised Code section 1701.70(B) sets forth additional cases in which directors may adopt an amendment to the articles.
1701.70(B)(1)The resolution was adopted pursuant to Ohio Revised Code section 1701.70(B) (In this space insert the number 1 through 10 to provide basis for adoption.) 1701.70(B)(1)
? The articles are hereby amended by the Shareholders pursuant to Ohio Revised Code section 1701.71.
? The articles are hereby amended and restated pursuant to Ohio Revised Code section 1701.72.
Form 540
Page 2 of 4
Last Revised: 06/2019
1701.70(B)(1)

A copy of the resolution of amendment is attached to this document.
Note. If amended articles were adopted, they must set forth all provisions required in original articles except that articles amended by directors or shareholders need not contain any statement with respect to initial stated capital. See Ohio Revised Code section 1701.04 for required provisions.
By signing and submitting this form to the Ohio Secretary of State, the undersigned hereby certifies that he or she has the requisite authority to execute this document.
Required
Must be signed by all incorporators, if amended by incorporators, or an authorized officer if amended by directors or shareholders, pursuant to Ohio Revised Code section 1701.73(B) and (C).
If authorized representative is an individual, then they must sign in the “signature” box and print their name in the “Print Name” box.
If authorized representative is a business entity, not an individual, then please print the business name in the “signature” box, an authorized representative of the business entity must sign in the “By” box and print their name in the “Print Name” box.
Signature
Executive Vice President, Chief Legal Officer, and Secretary
Susan B. Zaunbrecher
Print Name
Signature
By (if applicable)
Print Name
Form 540 Page 4 of 4 Last Revised: 06/2019

ATTACHMENT TO CERTIFICATE OF AMENDMENT TO THE AMENDED ARTICLES OF INCORPORATION
OF
FIFTH THIRD BANCORP, AS AMENDED
RESOLVED, that pursuant to the authority granted to and vested in the pricing committee (the “Pricing Committee”) of the Board of Directors of the corporation by resolutions of the Board of Directors of the corporation adopted at a meeting duly convened and held on July 27, 2020, and in accordance with Section 1701.70(B)(1) of the Ohio Revised Code and Article Fourth of the Amended Articles of Fifth Third Bancorp, as amended, the Pricing Committee, on behalf of the Board of Directors, hereby establishes the terms of the corporation’s 4.500% Fixed- Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L, pursuant to the following resolutions.
RESOLVED, that Paragraph (A)(2)(e) of Article Fourth of the Amended Articles of Incorporation of Fifth Third Bancorp, as amended, be, and it hereby is, renumbered as Paragraph (A)(2)(f), and a new Paragraph (A)(2)(e) of Article Fourth of the Amended Articles of Incorporation of Fifth Third Bancorp, as amended, be and it hereby is, added to read as follows:
(e) 4.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L. Fourteen Thousand (14,000) shares of the preferred stock of the corporation shall be designated “4.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L.” Each of the Fourteen Thousand (14,000) shares of the 4.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L, no par value, shall have a liquidation preference of $25,000 per share, and $350,000,000 in the aggregate, and shall have the rights, preferences and entitlements that follow:
1. Designation. The shares of such series shall be designated as the “4.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L” (the “Series L Preferred Stock”).

2. Definitions.

“Business Day” means any day other than a Saturday, Sunday or any other day on which banking institutions and trust companies in New York, New York are permitted or required by any applicable law to close.
“Calculation Agent” means any firm appointed by Fifth Third, acting as calculation agent. Upon request of the holder of any shares of Series L Preferred Stock, the calculation agent will provide the interest rate then in effect and, if determined, the interest rate that will become effective for the next quarterly Dividend Payment Period for the Series L Preferred Stock.
“Dividend Payment Date” shall have the meaning set forth in Section 3(i) hereof.

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“Dividend Payment Period” shall have the meaning set forth in Section 3(i) hereof.
“Dividend Reset Date” means the First Dividend Reset Date and each date falling on the fifth anniversary of the preceding Dividend Reset Date. Dividend Reset Dates, including the First Dividend Reset Date, will not be adjusted for Business Days.
“Dividend Reset Period” means the period commencing on and including the First Dividend Reset Date to, but excluding, the next following Dividend Reset Date and thereafter each period from and including each Dividend Reset Date to, but excluding, the next following Dividend Reset Date.
“First Dividend Reset Date” shall have the meaning set forth in Section 3(i) hereof.
“Five-Year U.S. Treasury Rate” means, as of any Reset Dividend Determination Date, as applicable:
(i) The average of the yields on actively traded U.S. treasury securities adjusted to constant maturity, for five-year maturities, for the five Business Days appearing (or, if fewer than five Business Days appear, such number of Business Days appearing) under the caption “Treasury Constant Maturities” in the most recently published H.15 as of 5:00 p.m. (Eastern Time) (the “Initial Base Rate”):, or
(ii) If there are no such published yields on actively traded U.S. treasury securities adjusted to constant maturity, for five-year maturities, then the rate will be determined by interpolation between the average of the yields on actively traded U.S. treasury securities adjusted to constant maturity for two series of actively traded U.S. treasury securities, (A) one maturing as close as possible to, but earlier than, the Dividend Reset Date following the next succeeding Reset Dividend Determination Date, and (B) the other maturing as close as possible to, but later than, the Dividend Reset Date following the next succeeding Reset Dividend Determination Date, in each case for the five Business Days appearing (or, if fewer than five Business Days appear, such number of business days appearing) in the H.15 as of 5:00 p.m. (Eastern Time); or
(iii) If the corporation, in its sole discretion, determines on or prior to the relevant Reset Dividend Determination Date that the Five-Year U.S. Treasury Rate cannot be determined in the manner then applicable for such rate (which, as of the Original Issuance Date, is pursuant to the methods described in clauses (i) or (ii) above) (a “Benchmark Substitution Event”), the corporation may, in its sole discretion, designate an unaffiliated agent or advisor, which may include an unaffiliated underwriter for the offering of the shares of Series L Preferred Stock or any affiliate of any such underwriter (the “Designee”), to determine

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whether there is an industry-accepted successor rate to the then-applicable base rate (which, as of the Original Issuance Date, is the Initial Base Rate). If the Designee determines that there is such an industry-accepted successor rate, then the “Five-Year U.S. Treasury Rate” shall be such successor rate and, in that case, the Designee may then determine and adjust the Business Day convention, the definition of Business Day and the Reset Dividend Determination date to be used and any other relevant methodology for determining or otherwise calculating such successor rate, including any adjustment factor needed to make such successor rate comparable to the then-applicable base rate (which, as of the Original Issuance Date, is the Initial Base Rate) in each case, in a manner that is consistent with industry-accepted practices for the use of such successor rate (the “Adjustments”’). If the corporation, in its sole discretion, does not designate a Designee or if the Designee determines that there is no industry-accepted successor rate to then-applicable base rate, then the Five-Year U.S. Treasury Rate will be the same interest rate determined for the prior Reset Dividend Determination date or, if this sentence is applicable with respect to the first Reset Dividend Determination Date, 0.285%.
The applicable dividend rate for each Dividend Reset Period will be determined by the Calculation Agent, as of the applicable Reset Dividend Determination Date. Promptly upon such determination, the Calculation Agent will notify the corporation of the dividend rate for the Dividend Reset Period. The Calculation Agent’s determination of any dividend rate and its calculation of the amount of dividends for any Dividend Period beginning on or after September 30, 2025, and a record maintained by the corporation of any Benchmark Substitution Event and any Adjustments, will be on file at the corporation’s principal offices, will be made available to any holder of Series L Preferred Stock upon request and will be final and binding in the absence of manifest error.
“H.15” means the daily statistical release designated as such, or any successor publication, published by the Federal Reserve Board.
“Original Issuance Date” shall have the meaning set forth in Section 3(i) hereof.
“Reset Dividend Determination Date” means, in respect of any Dividend Payment Period during the Dividend Reset Period, the day falling three business days prior to the beginning of such Dividend Payment Period.

3. Dividends.

(i) Dividends on shares of Series L Preferred Stock will not be mandatory. Holders of the Series L Preferred Stock, in preference to the holders of the corporation’s common stock and of any other shares of the corporation’s stock ranking junior to the Series L Preferred Stock as to payment of dividends, will be entitled to receive, only as and if

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declared by the Board of Directors, out of funds legally available for payment, cash dividends. Commencing on the original issuance date of the Series L Preferred Stock (the “Original Issuance Date”) through, but excluding September 30, 2025 (the “First Dividend Reset Date”), dividends on the Series L Preferred Stock will accrue, on a non-cumulative basis, at an annual rate of 4.500%. Commencing on and including the First Dividend Reset Date, for each Dividend Reset Period, dividends on the Series L Preferred Stock will accrue, on a non-cumulative basis, at a rate equal to the Five-Year U.S. Treasury Rate as of the most recent Reset Dividend Determination Date plus 4.215%.
Dividends on the liquidation preference of $25,000 per share of Series L Preferred Stock will be payable, when, as and if declared by the Board of Directors, quarterly in arrears on each March 31, June 30, September 30, and December 31 beginning on September 30, 2020 (each such date a “Dividend Payment Date”). Each Dividend Payment Date shall relate to the immediately preceding Dividend Payment Period. A “Dividend Payment Period” means each period commencing on, and including, a Dividend Payment Date and ending on, but excluding, the next succeeding Dividend Payment Date, except that the first Dividend Payment Period shall commence on, and include, the Original Issuance Date of the Series L Preferred Stock and end on, but exclude, September 30, 2020. Declared dividends, if any, will be paid to holders of record of Series L Preferred Stock on the respective date fixed for that purpose by the Board of Directors in advance of payment of each particular dividend (a “Record Date”). If any Dividend Payment Date or any date fixed for payment upon redemption is not a Business Day, then such payment shall be payable on the next succeeding Business Day without any increase in the amount payable as a result of such postponement.
The dividend payable on the Series L Preferred Stock for any Dividend Payment Period will be computed on the basis of a 360-day year of twelve 30-day months.
(ii) Dividends on shares of Series L Preferred Stock will not be cumulative. Accordingly, if the Board of Directors does not declare a dividend on the Series L Preferred Stock payable in respect of any Dividend Payment Period before the related Dividend Payment Date, such dividend will not accrue and the corporation will have no obligation to pay a dividend for that Dividend Payment Period on the Dividend Payment Date or at any future time, whether or not dividends on the Series L Preferred Stock are declared for any future Dividend Payment Period.

4. Ranking.

(i) The Series L Preferred Stock will rank (a) senior to the corporation’s common stock and all other equity securities that the corporation may issue in the future designated as ranking junior to the Series L Preferred Stock; (b) equally with the corporation’s outstanding Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock, Class B Preferred Stock, Series A, and Series K Preferred Stock; and (c) equally with any other shares of preferred stock, and with all other equity securities that the corporation may issue in the future the terms of which provide that such preferred stock or other equity securities shall rank on a parity with the Series L Preferred Stock, in each case with respect to the payment of

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dividends and distribution of assets upon any liquidation, dissolution and winding-up of the corporation.
(ii) The corporation will not issue any series of preferred stock in the future that ranks senior to the Series L Preferred Stock, but the corporation may issue additional series ranking junior to or on a parity with the Series L Preferred Stock with respect to the payment of dividends and distribution of assets upon any liquidation, dissolution and winding up of the corporation. The corporation’s common stock and any preferred stock or other equity securities designated as ranking junior to the Series L Preferred Stock are referred to herein as “junior stock.”
(iii) So long as any shares of Series L Preferred Stock remain outstanding, unless the full dividends for the then-current Dividend Payment Period on all outstanding shares of Series L Preferred Stock have been paid, or declared and funds set aside therefor, on any day in the immediately succeeding Dividend Payment Period: (a) no dividend whatsoever shall be declared on any junior stock, other than a dividend payable solely in junior stock; and (b) the corporation and its subsidiaries may not purchase, redeem or otherwise acquire for consideration (other than as a result of reclassification of junior stock for or into junior stock, or the exchange or conversion of one share of junior stock for or into another share of junior stock, and other than through the use of the proceeds of a substantially contemporaneous sale of other shares of junior stock), nor will the corporation pay to or make available any monies for a sinking fund for the redemption of any junior stock.
(iv) On any Dividend Payment Date for which full dividends are not paid, or declared and funds set aside therefor, upon the Series L Preferred Stock and any shares of any class or series or any securities convertible into shares of any class or series of other equity securities designated as ranking on a parity with the Series L Preferred Stock as to payment of dividends ^Dividend Parity Stock”}, all dividends paid or declared for payment on that Dividend Payment Date with respect to the Series L Preferred Stock and the Dividend Parity Stock shall be shared: (a) first ratably by the holders of any shares of such other series of Dividend Parity Stock who have the right to receive dividends with respect to Dividend Payment Periods prior to the then-current Dividend Payment Period, in proportion to their respective amounts of the undeclared and unpaid dividends relating to prior Dividend Payment Periods; and (b) thereafter by the holders of the shares of Series L Preferred Stock and the Dividend Parity Stock on a pro rata basis.
(v) The corporation will not issue any new series of preferred stock having dividend payment dates that are not a March 31, June 30, September 30 or December 31 (or the next Business Day, if applicable).
5. Conversion. The Series L Preferred Stock are not convertible into shares of any other class or series of the corporation’s capital stock or any other security.

6. Redemption.

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(i) Subject to receiving all required regulatory approvals (including prior approval by the Federal Reserve, if required), the Series L Preferred Stock may be redeemed at the option of the corporation, in whole or in part, at any time, or from time to time on any Dividend Payment Date on or after September 30, 2025 at a redemption price equal to $25,000 per share, plus an amount equal to any declared but unpaid dividends, without accumulation of any undeclared dividends. At any time after the corporation’s good faith determination that an event has occurred that would constitute a “regulatory capital event,” the corporation may at its option, subject to receiving all required regulatory approvals (including prior approval by the Federal Reserve, if required), provide notice of its intent to redeem the Series L Preferred Stock in accordance with the procedures described below, and subsequently redeem in whole, but not in part, at any time, the shares of Series L Preferred Stock at the time outstanding at a redemption price equal to $25,000 per share, plus an amount equal to any declared but unpaid dividends, without accumulation of any undeclared dividends.
A “regulatory capital event’ means the corporation’s reasonable determination that as a result of any: amendment to, clarification of, or change (including any announced prospective change) in the laws or regulations of the United States or any political subdivision of the United States that is enacted or becomes effective on or after the Original Issuance Date; proposed change in the laws or regulations of the United States or any political subdivision of the United States that is announced or becomes effective on or after the Original Issuance Date; or official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying the laws or regulations of the United States or any political subdivision of the United States that is announced on or after the Original Issuance Date, there is more than an insubstantial risk that the corporation will not be entitled to treat the full liquidation preference amount of all shares of Series L Preferred Stock then outstanding as additional Tier 1 capital (or its equivalent) for purposes of the capital adequacy guidelines or regulations of the appropriate federal banking agency, as then in effect and applicable, for as long as any share of Series L Preferred Stock is outstanding.
(ii) Holders of Series L Preferred Stock do not have any right to require redemption of the Series L Preferred Stock.
(iii) The corporation will mail notice of every redemption of the Series L Preferred Stock by first class mail, postage prepaid, addressed to the holders of record of the Series L Preferred Stock to be redeemed at their respective last addresses appearing on the corporation’s books. The corporation may redeem the Series L Preferred Stock upon not less than 5 and not more than 60 days’ notice, which notice will be irrevocable, at a price of 100% of the liquidation preference of the redeemed Series L Preferred Stock, plus declared but unpaid dividends, if any, to, but excluding, the redemption date. Each notice shall state: (a) the redemption date; (b) the aggregate number of shares of Series L Preferred Stock to be redeemed, and if less than all shares of Series L Preferred Stock held by the holder are to be redeemed, the number of shares to be redeemed from the holder; (c) the redemption price; and (d) the place or places where the Series L Preferred Stock is to be redeemed.
(iv) If notice of redemption of any shares of Series L Preferred Stock

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has been duly given and if the funds necessary for such redemption have been irrevocably set aside by the corporation for the benefit of the holders of the shares of Series L Preferred Stock so called for redemption, then, on and after the redemption date, dividends will not accrue on such shares of Series L Preferred Stock, such shares of Series L Preferred Stock shall no longer be deemed outstanding and all rights of the holders of such shares will terminate, except the right to receive the redemption price. In case of any redemption of only part of the shares of Series L Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata or in such other manner as the corporation may determine to be fair and equitable.
7. Status of Reacquired Shares. Shares of Series L Preferred Stock that are redeemed, repurchased or otherwise acquired by the corporation shall not be reissued as shares of Series L Preferred Stock but shall revert to authorized but unissued shares of Preferred Stock and may be reissued as shares of a different series of Preferred Stock in any future designation by the Board of Directors.

8. Liquidation Rights.

(i) In the event that the corporation voluntarily or involuntarily liquidates, dissolves or winds up its affairs, holders of Series L Preferred Stock will be entitled to receive an amount per share referred to as the ‘’’‘Total Liquidation Amount,” equal to the fixed liquidation preference of $25,000 per share, plus any declared and unpaid dividends including, if applicable, a pro rata portion of any declared and unpaid dividends for the then-current Dividend Payment Period to the date of liquidation, without regard to any undeclared dividends. Holders of the Series L Preferred Stock will be entitled to receive the Total Liquidation Amount out of the corporation’s assets that are available for distribution to shareholders of the corporation’s capital stock ranking on a parity on liquidation to the Series L Preferred Stock, after payment or provision for payment of the corporation’s debts and other liabilities, but before any distribution of assets is made to holders of the corporation’s common stock or any other shares ranking, as to that distribution, junior to the Series L Preferred Stock.
(ii) If the corporation’s assets are not sufficient to pay the Total Liquidation Amount in full to all holders of Series L Preferred Stock and all holders of any shares of the corporation’s stock ranking as to any such distribution on a parity with the Series L Preferred Stock, the amounts paid to the holders of Series L Preferred Stock and to holders of such other shares will be paid pro rata in accordance with the respective Total Liquidation Amount and the aggregate liquidation amount of any such outstanding shares of parity stock.
(iii) If the Total Liquidation Amount per share of Series L Preferred Stock has been paid in full to all holders of Series L Preferred Stock and the liquidation preference of any other shares ranking on a parity with the Series L Preferred Stock has been paid in full, the holders of the corporation’s common stock or any other shares ranking, as to such distribution, junior to the Series L Preferred Stock will be entitled to receive all of the corporation’s remaining assets according to their respective rights and preferences.
(iv) For purposes of the liquidation rights, neither the sale, conveyance,

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exchange or transfer for cash, shares of stock, securities or other consideration, of all or substantially all of the corporation’s property and assets, nor the consolidation or merger by the corporation with or into any other corporation or by another corporation with or into the corporation, will constitute a liquidation, dissolution and winding-up of the corporation’s affairs.
9. Voting Rights.
Except as required by Ohio law, holders of the Series L Preferred Stock will not have any voting rights and will not be entitled to elect any directors. In situations in which Ohio law requires mandatory voting rights for a class of shares, the corporation will, unless prohibited by Ohio law, treat each series of the corporation’s preferred stock, including the Series L Preferred Stock, as a separate class for voting purposes.
10. Mergers and Consolidations.
The corporation will not effect any merger or consolidation of the corporation with or into any entity other than a corporation, or any merger or consolidation of the corporation with or into any other corporation unless (a) the Series L Preferred Stock remains issued and outstanding following the transaction, (b) holders of Series L Preferred Stock are issued a class or series of preferred stock of the surviving or resulting corporation, or a corporation controlling such corporation, having substantially identical voting powers, preferences and special rights, or (c) such merger is approved by a class vote of the holders of Series L Preferred Stock pursuant to the mandatory voting rights provided by Ohio law and as set forth in Section 9 above.
11. Preemptive or Subscription Rights. The holders of the Series L Preferred Stock shall not have any preemptive or subscription rights.
12. Form. The Series L Preferred Stock will be issued only in fully registered form.
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