We advised the dealer manager on the exchange offers

Davis Polk advised the sole dealer manager in connection with Rule 144A / Regulation S exchange offers by Fifth Third Bancorp to exchange its existing 4.000% senior notes due 2029 and 5.982% fixed-to-floating-rate senior notes due 2030 of Fifth Third Financial Corporation, a wholly owned subsidiary of Fifth Third Bancorp, for newly issued debt securities of Fifth Third Bancorp, in each case with the same interest rate, maturity date and interest payment dates as the applicable series of existing notes for which they were exchanged. We also advised the dealer manager with respect to the related solicitations of consents from the holders of the existing notes to amend the existing notes and the indenture governing the existing notes.

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio, and the indirect parent company of Fifth Third Bank, National Association, a federally chartered banking institution.

The Davis Polk capital markets team included partners Pedro J. Bermeo and Byron B. Rooney, counsel Jennifer (Ying) Lan and associate Raphaelle Desaleux. Counsel Yixuan Long and associate Michael Hsieh provided tax advice. All members of the Davis Polk team are based in the New York office.

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