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Exhibit 1.2
PRICING AGREEMENT
Goldman, Sachs & Co.,
J.P. Morgan Securities Inc.,
Smith Barney Inc.,
Donaldson, Lufkin & Jenrette
Securities Corporation,
Merrill Lynch, Pierce, Fenner & Smith
Incorporated,
Salomon Brothers Inc,
UBS Securities LLC,
As Representatives of the several
Underwriters named in Schedule I hereto,
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.
Date: March 13, 1997
Ladies and Gentlemen:
Fifth Third Capital Trust I, a statutory business trust formed under the
laws of the State of Delaware (the "Designated Trust") and Fifth Third Bancorp,
an Ohio corporation (the "Company"), propose, subject to the terms and
conditions stated herein and in the Underwriting Agreement, dated March 13, 1997
(the "Underwriting Agreement"), among the Designated Trust, Capital Trust II and
the Company on the one hand and Goldman, Sachs & Co., J.P. Morgan Securities
Inc., Smith Barney Inc., Donaldson, Lufkin & Jenrette Securities Corporation,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Brothers Inc and UBS
Securities LLC, on the other hand, to issue and sell to the Underwriters named
in Schedule I hereto (the "Underwriters") the Securities specified in Schedule
II hereto (the "Designated Securities" consisting of Firm Designated Securities
and any Optional Designated Securities the Underwriters may elect to purchase).
The principal asset of the Trust consists of debt securities of the Company (the
"Subordinated Debentures"), as specified in Schedule II to this Agreement. The
Designated Securities will be guaranteed by the Company to the extent set forth
in this Agreement with respect to such Designated Securities (the "Guarantee").
Each of the provisions of the Underwriting Agreement is incorporated herein by
reference in its entirety, and shall be deemed to be a part of this Agreement to
the same extent as if such provisions had been set forth in full herein; and
each of the representations and warranties set forth therein shall be deemed to
have been made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Securities which are the subject of this Pricing Agreement. Each
reference to the Representative herein and in the provisions of the Underwriting
Agreement so incorporated by reference shall be deemed to refer to you. Unless
otherwise defined herein, terms defined in the Underwriting Agreement are used
herein as therein defined. The Representative designated to act on behalf of the
Representatives and on behalf of each of the Underwriters of the Designated
Securities pursuant to Section 12
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of the Underwriting Agreement and the address of the Representatives referred to
in such Section 12 are set forth in Schedule II hereto.
An amendment to the Initial Registration Statement or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Designated Trust
agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Designated
Trust, at the time and place and at the purchase price to the Underwriters set
forth in Schedule II hereto, the number of Firm Designated Securities set forth
opposite the name of such Underwriter in Schedule I hereto.
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If the foregoing is in accordance with your understanding, please sign and
return to us ten counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Designated Trust and the Company. It is understood that your acceptance
of this letter on behalf of each of the Underwriters is or will be pursuant to
the authority set forth in a form of Agreement among Underwriters, the form of
which shall be submitted to the Designated Trust and the Company for
examination, upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.
Very truly yours,
FIFTH THIRD BANCORP
By: /s/ P. Michael Brumm
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Name: P. Michael Brumm
Title: Executive Vice President
FIFTH THIRD CAPITAL TRUST I
By: Fifth Third Bancorp,
as Depositor
By: /s/ P. Michael Brumm
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Name: P. Michael Brumm
Title: Executive Vice President
Accepted as of the date hereof:
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Smith Barney Inc.
Donaldson, Lufkin & Jenrette
Securities Corporation
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Salomon Brothers Inc
UBS Securities LLC
As Representatives of the Underwriters
named in Schedule I hereto
By: /s/ Goldman, Sachs & Co.
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(Goldman, Sachs & Co.)
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SCHEDULE I
NUMBER OF
FIRM DESIGNATED
SECURITIES
UNDERWRITER TO BE PURCHASED
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Goldman, Sachs & Co. ....................................... 40,000
J.P. Morgan Securities Inc. ................................ 40,000
Smith Barney Inc. .......................................... 40,000
Donaldson, Lufkin & Jenrette
Securities Corporation .................................. 20,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated ................................... 20,000
Salomon Brothers Inc. ...................................... 20,000
UBS Securities LLC ......................................... 20,000
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Total 200,000
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SCHEDULE II
DESIGNATED TRUST:
Capital Trust I
TITLE OF DESIGNATED SECURITIES:
8.136% Capital Securities, Series A
AGGREGATE PRINCIPAL AMOUNT:
Aggregate principal amount of Designated
Securities to be sold: $200,000,000
PRICE TO PUBLIC:
100% of the principal amount of the Designated Securities
PURCHASE PRICE BY UNDERWRITERS:
100% of the principal amount of the Designated Securities
UNDERWRITERS' COMPENSATION:
As compensation to the Underwriters for their commitments hereunder,
and in view of the fact that the proceeds of the sale of the Designated
Securities will be used by the Designated Trust to purchase the
Subordinated Debentures of the Company, the Company hereby agrees to
pay at each Time of Delivery to Goldman, Sachs & Co., for the accounts
of the several Underwriters, an amount equal to $10.00 per capital
security for the Designated Securities to be delivered at the Time of
Delivery and to reimburse the Underwriters for $60,000 of expenses.
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same day) Funds
ACCOUNTANTS' LETTER TO BE DELIVERED ON DATE OF PRICING AGREEMENT:
Yes.
TRUST AGREEMENT:
Amended and Restated Trust Agreement dated as of March 20, 1997,
between the Company and the Trustees named therein
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INDENTURE:
Indenture dated as of March 20, 1997, between the Company and
Wilmington Trust Company, as Indenture Trustee (the "Indenture")
GUARANTEE:
Guarantee Agreement dated as of March 20, 1997, between Company and
Wilmington Trust Company, as Guarantee Trustee
MATURITY:
March 15, 2027
INTEREST RATE:
Annual rate of 8.136%
INTEREST PAYMENT DATES:
March 15 and September 15 of each year commencing September 15, 1997.
EXTENSION PERIOD:
10 semi-annual periods
REDEMPTION PROVISIONS:
The redemption provisions set forth in Section 4.2 of the Trust
Agreement shall apply to the Designated Securities.
SINKING FUND PROVISIONS:
No sinking fund provisions.
TIME OF DELIVERY:
10:00 a.m., New York City time
March 20, 1997
CLOSING LOCATION:
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
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NAMES AND ADDRESSES OF REPRESENTATIVES:
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
J.P. Morgan Securities Inc.
60 Wall Street
New York, New York 10260
Smith Barney Inc.
388 Greenwich Street
New York, New York 10019
Donaldson, Lufkin & Jenrette
Securities Corporation
277 Park Avenue
New York, New York 10172
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
250 Vesey Street
World Financial Center
New York, New York 10281-1316
Salomon Brothers Inc
7 World Trade Center
New York, New York 10048
UBS Securities LLC
299 Park Avenue
New York, New York 10171