Common use of Action by Underwriters Clause in Contracts

Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly or by the firm signing below on behalf of you as the Representatives will be binding upon all the Underwriters. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between Fifth Third and the Underwriters. Very truly yours, FIFTH THIRD BANCORP --------------------------- Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: [Representatives] On behalf of the Underwriters set forth in Schedule II By: ______________________________ Name: Title: SCHEDULE I TITLE OF DESIGNATED SECURITIES: [Common Stock, no par value] [Preferred Stock [, Series __], no par value] [Depositary Shares, each representing a [Fraction] Interest in a Share of Preferred Stock [, Series __], no par value] AMOUNT OF SECURITIES: ------------- PRICE TO PUBLIC: $_____ per Security [, plus accrued dividends, if any, from _________ __, ____] PURCHASE PRICE BY UNDERWRITERS: $_____ per Security [, plus accrued dividends, if any, from _________ __, ____] SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Immediately available funds by wire DEPOSIT AGREEMENT: [Deposit Agreement, dated as of ________ __, ____, between Fifth Third and __________, as Depositary] MATURITY: [-------- --, ----] DIVIDEND RATE: [_____% per annum] [describe floating rate provisions] DIVIDEND PAYMENT DATES: [________ __, ________ __, ________ __ and ________ __ of each year, commencing _______ __, ----] REGULAR RECORD DATES: [________ __, ________ __, ________ __ and ________ __ of each year, commencing _______ __, ----] REPAYMENT PROVISIONS: [Describe repayment provisions, if any] REDEMPTION PROVISIONS: [Describe redemption provisions, if any] SINKING FUND PROVISIONS: [Describe sinking fund provisions, if any] CONVERSION PROVISIONS: [Describe conversion provisions, if any] EXCHANGE PROVISIONS: [Describe exchange provisions, if any] OTHER TERMS: [Describe additional terms, if any] ADDITIONAL COMFORT LETTER COVERAGE: [Describe additional coverage, if any] FORM OF DESIGNATED SECURITY: [[Global] [Certificated] [in denominations set forth in the Prospectus Supplement]] CLOSING DATE: ________ __, ____ at [time] RESTRICTED PERIOD UNDER SECTION 5(G) OF UNDERWRITING AGREEMENT: [Describe period if other than through Closing Date] OFFICE FOR DELIVERY OF DESIGNATED SECURITIES: [insert address] OFFICE FOR PAYMENT FOR DESIGNATED SECURITIES: [insert address] NAME OF REPRESENTATIVES: [insert names] ADDRESS FOR NOTICES, ETC.: [insert address] SCHEDULE II Amount of Securities to be Underwriter Purchased ----------- ---------- [underwriters names] TOTAL ---------- SCHEDULE III Pursuant to Section 6(e) of the Underwriting Agreement, the independent accountants of Fifth Third shall provide a comfort letter to the effect that: (i) They are independent certified public accountants with respect to Fifth Third and its subsidiaries within the meaning of the Act and the applicable published rules and regulations thereunder; (ii) In their opinion, the financial statements and any supplementary financial information and schedules examined by them and included or incorporated by reference in the Prospectus as amended or supplemented comply as to form in all material respects with the applicable accounting requirements of the Act or the Exchange Act, as applicable, and the published rules and regulations thereunder; (iii) On the basis of limited procedures, not constituting an audit, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of Fifth Third and its subsidiaries, inspection of the minute books of Fifth Third and its subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented, inquiries of officials of Fifth Third and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: (A) the unaudited consolidated statements of income, consolidated balance sheets and consolidated statements of changes in financial position included or incorporated by reference in Fifth Third's most recent Quarterly Report on Form 10-Q incorporated by reference in the Prospectus (if any) as amended or supplemented does not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act as it applies to Form 10-Q and the related published rules and regulations thereunder or are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements included or incorporated by reference in Fifth Third's most recent Annual Report on Form 10-K; (B) any unaudited financial data included in the Prospectus as amended or supplemented as at any time, or for any period ending, after the end of the latest interim period covered by a Quarterly Report on Form 10-Q of Fifth Third or year ended for which Fifth Third has filed an Annual Report on Form 10-K (whichever is more recent) (and any data for any comparable prior period included therein) do not agree with the corresponding amounts in the unaudited consolidated financial statements from which such data are derived, or any such unaudited financial data were not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in Fifth Third's most recent Annual Report on Form 10-K; (C) the unaudited pro forma consolidated condensed financial statements (if any) included or incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and the published rules and regulations thereunder or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements; (D) as of a specified date not more than five days prior to the date of delivery of such letter there have been any changes in the capital stock (other than issuances of capital stock upon exercise of options and stock appreciation rights, upon earn outs of performance shares and upon conversions of convertible securities, in each case which were outstanding on the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented) or long-term debt of Fifth Third or any of its subsidiaries, or any decreases in consolidated stockholders' equity, consolidated assets, consolidated deposits, or allowance for loan losses of Fifth Third or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with amounts shown in the latest balance sheet included or incorporated by reference in the Prospectus as amended or supplemented except in each case for changes, increases or decreases which the Prospectus as amended or supplemented discloses have occurred or may occur or which are described in such letter; and (E) for the period from the date of the latest financial statements included or incorporated by reference in the Prospectus as amended or supplemented to the end of the latest period for which financial statements are available there were any decreases in consolidated net interest income, net interest income after provision for loan losses, or the total or per share amounts of net income of Fifth Third or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with the comparable period of the preceding year and with any other period of corresponding length specified by the Representatives, except in each case for increases or decreases which the Prospectus as amended or supplemented discloses have occurred or may occur or which are described in such letter; (iv) In addition to the examination referred to in their report(s) included or incorporated by reference in the Prospectus and the limited procedures, inspection of minute books, inquiries and other procedures referred to in subparagraph (iii) above, they have carried out certain specified procedures, not constituting an audit, with respect to certain amounts, percentages and financial information specified by the Representatives which are derived from the general accounting records of Fifth Third and its subsidiaries, which appear in the Prospectus as amended or supplemented (excluding documents incorporated by reference), in exhibits to the Registration Statement specified by the Representatives, or in documents incorporated by reference in the Prospectus specified by the Representatives, and have compared certain of such amounts, percentages and financial information with the accounting records of Fifth Third and its subsidiaries and have found them to be in agreement.

Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly or by the firm signing below on behalf of you as the Representatives will be binding upon all the Underwriters. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between Fifth Third First Union and the Underwriters. Very truly yours, FIFTH THIRD BANCORP --------------------------- FIRST UNION CORPORATION ---------------------------- Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: [Representatives] On behalf of the Underwriters set forth in Schedule II By: ______________________________ Name: Title: SCHEDULE I TITLE OF DESIGNATED SECURITIES: [Common Stock, no par value____%] [Preferred Stock [, Series Senior] [Subordinated]] [[Debentures] [Notes]] Due __], no par value] [Depositary Shares, each representing a [Fraction] Interest in a Share of Preferred Stock [, Series __], no par value] AMOUNT OF SECURITIES: ------------- PRICE TO PUBLIC_____ __,____ AGGREGATE PRINCIPAL AMOUNT: $_____________ per Security PRICE TO PUBLIC: ____% of the principal amount of the Designated Securities[, plus accrued dividends, if any, interest from _________ __, ____] PURCHASE PRICE BY UNDERWRITERS: $_____ per Security % of the principal amount of the Designated Securities[, plus accrued dividendsinterest, if any, from _________ __, ____] SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Immediately available funds by wire DEPOSIT AGREEMENTINDENTURE: [Deposit AgreementIndenture, dated as of ________ __, ____, between Fifth Third First Union and __________, as Depositary[Successor] Trustee, as amended MATURITY: [-------- --________ __, ----] DIVIDEND ____ INTEREST RATE: [_____% per annum] [describe floating rate provisions] DIVIDEND INTEREST PAYMENT DATES: [________ __, ________ __, ________ __ and ________ __ of each year, commencing _______ __, ----] REGULAR RECORD DATES: [________ __, ________ __, ________ __ and ________ __ of each year, commencing _______ __, ----] REPAYMENT PROVISIONS: [Describe repayment provisions, if any] REDEMPTION PROVISIONS: [Describe redemption provisions, if any] SINKING FUND PROVISIONS: [Describe sinking fund provisions, if any] CONVERSION PROVISIONS: [Describe conversion provisions, if any] EXCHANGE PROVISIONS: [Describe exchange provisions, if any] OTHER TERMS: [Describe additional terms, if any] ADDITIONAL COMFORT LETTER COVERAGE: [Describe additional coverage, if any] FORM OF DESIGNATED SECURITY: [[Global] [Certificated] [in denominations set forth in the Prospectus Supplement]] CLOSING DATE: ________ __, ____ at [time] RESTRICTED PERIOD UNDER SECTION 5(G) OF UNDERWRITING AGREEMENT: [Describe period if other than through Closing Date] OFFICE FOR DELIVERY OF DESIGNATED SECURITIES: [insert address] OFFICE FOR PAYMENT FOR DESIGNATED SECURITIES: [insert address] NAME OF REPRESENTATIVES: [insert names] ADDRESS FOR NOTICES, ETC.: [insert address] SCHEDULE II Amount of Securities to be Underwriter Purchased ----------- ---------- [underwriters names] TOTAL ---------- SCHEDULE III Pursuant to Section 6(e) of the Underwriting Agreement, the independent accountants of Fifth Third shall provide a comfort letter to the effect that: (i) They are independent certified public accountants with respect to Fifth Third and its subsidiaries within the meaning of the Act and the applicable published rules and regulations thereunder; (ii) In their opinion, the financial statements and any supplementary financial information and schedules examined by them and included or incorporated by reference in the Prospectus as amended or supplemented comply as to form in all material respects with the applicable accounting requirements of the Act or the Exchange Act, as applicable, and the published rules and regulations thereunder; (iii) On the basis of limited procedures, not constituting an audit, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of Fifth Third and its subsidiaries, inspection of the minute books of Fifth Third and its subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented, inquiries of officials of Fifth Third and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: (A) the unaudited consolidated statements of income, consolidated balance sheets and consolidated statements of changes in financial position included or incorporated by reference in Fifth Third's most recent Quarterly Report on Form 10-Q incorporated by reference in the Prospectus (if any) as amended or supplemented does not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act as it applies to Form 10-Q and the related published rules and regulations thereunder or are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements included or incorporated by reference in Fifth Third's most recent Annual Report on Form 10-K; (B) any unaudited financial data included in the Prospectus as amended or supplemented as at any time, or for any period ending, after the end of the latest interim period covered by a Quarterly Report on Form 10-Q of Fifth Third or year ended for which Fifth Third has filed an Annual Report on Form 10-K (whichever is more recent) (and any data for any comparable prior period included therein) do not agree with the corresponding amounts in the unaudited consolidated financial statements from which such data are derived, or any such unaudited financial data were not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in Fifth Third's most recent Annual Report on Form 10-K; (C) the unaudited pro forma consolidated condensed financial statements (if any) included or incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and the published rules and regulations thereunder or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements; (D) as of a specified date not more than five days prior to the date of delivery of such letter there have been any changes in the capital stock (other than issuances of capital stock upon exercise of options and stock appreciation rights, upon earn outs of performance shares and upon conversions of convertible securities, in each case which were outstanding on the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented) or long-term debt of Fifth Third or any of its subsidiaries, or any decreases in consolidated stockholders' equity, consolidated assets, consolidated deposits, or allowance for loan losses of Fifth Third or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with amounts shown in the latest balance sheet included or incorporated by reference in the Prospectus as amended or supplemented except in each case for changes, increases or decreases which the Prospectus as amended or supplemented discloses have occurred or may occur or which are described in such letter; and (E) for the period from the date of the latest financial statements included or incorporated by reference in the Prospectus as amended or supplemented to the end of the latest period for which financial statements are available there were any decreases in consolidated net interest income, net interest income after provision for loan losses, or the total or per share amounts of net income of Fifth Third or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with the comparable period of the preceding year and with any other period of corresponding length specified by the Representatives, except in each case for increases or decreases which the Prospectus as amended or supplemented discloses have occurred or may occur or which are described in such letter; (iv) In addition to the examination referred to in their report(s) included or incorporated by reference in the Prospectus and the limited procedures, inspection of minute books, inquiries and other procedures referred to in subparagraph (iii) above, they have carried out certain specified procedures, not constituting an audit, with respect to certain amounts, percentages and financial information specified by the Representatives which are derived from the general accounting records of Fifth Third and its subsidiaries, which appear in the Prospectus as amended or supplemented (excluding documents incorporated by reference), in exhibits to the Registration Statement specified by the Representatives, or in documents incorporated by reference in the Prospectus specified by the Representatives, and have compared certain of such amounts, percentages and financial information with the accounting records of Fifth Third and its subsidiaries and have found them to be in agreement.

Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly or by the firm signing below on behalf of you as the Representatives will be binding upon all the Underwriters. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between Fifth Third First Union and the Underwriters. Very truly yours, FIFTH THIRD BANCORP --------------------------- FIRST UNION CORPORATION ---------------------------- Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: [Representatives] On behalf of the Underwriters set forth in Schedule II By: ______________________________ Name: Title: SCHEDULE I TITLE OF DESIGNATED SECURITIES: [Common Stock, no par valuevalue $3.33 1/3 per share] [[Class A] Preferred Stock [, Series __], no no-par value] [Depositary Shares, each representing a [Fraction] Interest in a Share of [Class A] Preferred Stock [, Series __], no no-par value] AMOUNT OF SECURITIES: ------------- _____________ PRICE TO PUBLIC: $_____ per Security [, plus accrued dividends, if any, from _________ __, ____] PURCHASE PRICE BY UNDERWRITERS: $_____ per Security [, plus accrued dividends, if any, from _________ __, ____] SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Immediately available funds by wire DEPOSIT AGREEMENT: [Deposit Agreement, dated as of ________ __, ____, between Fifth Third First Union and __________, as Depositary] MATURITY: [-------- --________ __, ----____] DIVIDEND RATE: [_____% per annum] [describe floating rate provisions] DIVIDEND PAYMENT DATES: [________ __, ________ __, ________ __ and ________ __ of each year, commencing _______ __, ----____] REGULAR RECORD DATES: [________ __, ________ __, ________ __ and ________ __ of each year, commencing _______ __, ----____] REPAYMENT PROVISIONS: [Describe repayment provisions, if any] REDEMPTION PROVISIONS: [Describe redemption provisions, if any] SINKING FUND PROVISIONS: [Describe sinking fund provisions, if any] CONVERSION PROVISIONS: [Describe conversion provisions, if any] EXCHANGE PROVISIONS: [Describe exchange provisions, if any] OTHER TERMS: [Describe additional terms, if any] ADDITIONAL COMFORT LETTER COVERAGE: [Describe additional coverage, if any] FORM OF DESIGNATED SECURITY: [[Global] [Certificated] [in denominations set forth in the Prospectus Supplement]] CLOSING DATE: ________ __, ____ at [time] RESTRICTED PERIOD UNDER SECTION 5(G) OF UNDERWRITING AGREEMENT: [Describe period if other than through Closing Date] OFFICE FOR DELIVERY OF DESIGNATED SECURITIES: [insert address] OFFICE FOR PAYMENT FOR DESIGNATED SECURITIES: [insert address] NAME OF REPRESENTATIVES: [insert names] ADDRESS FOR NOTICES, ETC.: [insert address] SCHEDULE II Amount of Securities to be Underwriter Purchased ----------- ---------- [underwriters names] TOTAL ---------- ___________ SCHEDULE III Pursuant to Section 6(e) of the Underwriting Agreement, the independent accountants of Fifth Third First Union shall provide a comfort letter to the effect that: (i) They are independent certified public accountants with respect to Fifth Third First Union and its subsidiaries within the meaning of the Act and the applicable published rules and regulations thereunder; (ii) In their opinion, the financial statements and any supplementary financial information and schedules examined by them and included or incorporated by reference in the Prospectus as amended or supplemented comply as to form in all material respects with the applicable accounting requirements of the Act or the Exchange Act, as applicable, and the published rules and regulations thereunder; (iii) On the basis of limited procedures, not constituting an audit, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of Fifth Third First Union and its subsidiaries, inspection of the minute books of Fifth Third First Union and its subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented, inquiries of officials of Fifth Third First Union and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: (A) the unaudited consolidated statements of income, consolidated balance sheets and consolidated statements of changes in financial position included or incorporated by reference in Fifth ThirdFirst Union's most recent Quarterly Report on Form 10-Q incorporated by reference in the Prospectus (if any) as amended or supplemented does not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act as it applies to Form 10-Q and the related published rules and regulations thereunder or are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements included or incorporated by reference in Fifth ThirdFirst Union's most recent Annual Report on Form 10-K; (B) any unaudited financial data included in the Prospectus as amended or supplemented as at any time, or for any period ending, after the end of the latest interim period covered by a Quarterly Report on Form 10-Q of Fifth Third First Union or year ended for which Fifth Third First Union has filed an Annual Report on Form 10-K (whichever is more recent) (and any data for any comparable prior period included therein) do not agree with the corresponding amounts in the unaudited consolidated financial statements from which such data are derived, or any such unaudited financial data were not determined deter mined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included or incorporated incorpo rated by reference in Fifth ThirdFirst Union's most recent Annual Report on Form 10-K; (C) the unaudited pro forma consolidated condensed financial statements (if any) included or incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and the published rules and regulations thereunder or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statementsstate ments; (D) as of a specified date not more than five days prior to the date of delivery of such letter there have been any changes in the capital stock (other than issuances of capital stock upon exercise of options and stock appreciation rights, upon earn outs of performance perfor mance shares and upon conversions upo▇ ▇▇▇versions of convertible securities, in each case which were outstanding on the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented) or long-term debt of Fifth Third First Union or any of its subsidiaries, or any decreases in consolidated stockholders' equity, consolidated assets, consolidated deposits, or allowance for loan losses of Fifth Third First Union or other items specified by the RepresentativesRepresen tatives, or any increases in any items specified by the Representatives, in each case as compared with amounts shown in the latest balance sheet included or incorporated incor porated by reference in the Prospectus as amended or supplemented except in each case for changes, increases or decreases which the Prospectus as amended or supplemented discloses have occurred or may occur or which are described in such letter; and (E) for the period from the date of the latest financial statements included or incorporated by reference refer ence in the Prospectus as amended or supplemented to the end of the latest period for which financial statements are available there were any decreases in consolidated net interest income, net interest income after provision for loan losses, or the total or per share amounts of net income of Fifth Third First Union or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with the comparable period of the preceding year and with any other period of corresponding length specified by the Representatives, except in each case for increases or decreases which the Prospectus as amended or supplemented discloses have occurred or may occur or which are described in such letter; (iv) In addition to the examination referred to in their report(s) included or incorporated by reference in the Prospectus and the limited procedures, inspection of minute books, inquiries and other procedures referred to in subparagraph (iii) above, they have carried out certain specified procedures, not constituting an audit, with respect to certain amounts, percentages and financial information specified by the Representatives which are derived from the general accounting records of Fifth Third First Union and its subsidiaries, which appear in the Prospectus as amended or supplemented (excluding documents incorporated by reference), in exhibits to the Registration Statement specified by the Representatives, or in documents incorporated incor porated by reference in the Prospectus specified by the Representatives, and have compared certain of such amounts, percentages and financial information with the accounting records of Fifth Third First Union and its subsidiaries and have found them to be in agreement.

Action by Underwriters. Any action under this Agreement taken by ---------------------- the Underwriters jointly or by the firm signing below on behalf of you as the Representatives will be binding upon all the Underwriters. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between Fifth Third First Union and the Underwriters. Very truly yours, FIFTH THIRD BANCORP --------------------------- FIRST UNION CORPORATION ____________________________ Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: [Representatives] On behalf of the Underwriters set forth in Schedule II By: ______________________________ Name: Title: SCHEDULE I TITLE OF DESIGNATED SECURITIESTitle of Designated Securities: [Common Stock, no par value____%] [Preferred Stock [, Series Senior] [Subordinated]] [[Debentures] [Notes]] Due __], no par value] [Depositary Shares, each representing a [Fraction] Interest in a Share of Preferred Stock [, Series __]_____ __, no par value] AMOUNT OF SECURITIES: ------------- PRICE TO PUBLIC____ Aggregate Principal Amount: $_____________ per Security Price to Public: ____% of the principal amount of the Designated Securities[, plus accrued dividendsinterest, if any, from _________ __, ____] PURCHASE PRICE BY UNDERWRITERSPurchase Price by Underwriters: $_____ per Security % of the principal amount of the Designated Securities[, plus accrued dividendsinterest, if any, from _________ __, ____] SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICESpecified Funds for Payment of Purchase Price: Immediately available funds by wire DEPOSIT AGREEMENTIndenture: [Deposit AgreementIndenture, dated as of ________ __, ____, between Fifth Third First Union and __________, as Depositary[Successor] MATURITYTrustee, as amended Maturity: [-------- --________ __, ----] DIVIDEND RATE____ Interest Rate: [_____% per annum] [describe floating rate provisions] DIVIDEND PAYMENT DATESInterest Payment Dates: [________ __, ________ __, ________ __ and ________ __ of each year, commencing _______ __, ----] REGULAR RECORD DATES: [________ __, ________ __, Regular Record Dates: ________ __ and ________ __ of each year, commencing _______ __, ----] REPAYMENT PROVISIONS____ Repayment Provisions: [Describe repayment provisions, if any] REDEMPTION PROVISIONSRedemption Provisions: [Describe redemption provisions, if any] SINKING FUND PROVISIONSSinking Fund Provisions: [Describe sinking fund provisions, if any] CONVERSION PROVISIONSConversion Provisions: [Describe conversion provisions, if any] EXCHANGE PROVISIONSExchange Provisions: [Describe exchange provisions, if any] OTHER TERMSOther Terms: [Describe additional terms, if any] ADDITIONAL COMFORT LETTER COVERAGEAdditional Comfort Letter Coverage: [Describe additional coverage, if any] FORM OF DESIGNATED SECURITYForm of Designated Security: [[Global] [Certificated] [in denominations set forth in the Prospectus Supplement]] CLOSING DATESupplement Closing Date: ________ __, ____ at [time] RESTRICTED PERIOD UNDER SECTION 5(GRestricted Period Under Section 5(g) OF UNDERWRITING AGREEMENTof Underwriting Agreement: [Describe period if other than through Closing Date] OFFICE FOR DELIVERY OF DESIGNATED SECURITIESOffice for Delivery of Designated Securities: [insert address] OFFICE FOR PAYMENT FOR DESIGNATED SECURITIESOffice for Payment for Designated Securities: [insert address] NAME OF REPRESENTATIVESName of Representatives: [insert names] ADDRESS FOR NOTICESAddress for Notices, ETCetc.: [insert address] SCHEDULE II Principal Amount of Securities to be Underwriter Purchased ----------- ---------- $ [underwriters names] TOTAL ---------- --------------- Total $ SCHEDULE III Pursuant to Section 6(e) of the Underwriting Agreement, the independent accountants of Fifth Third First Union shall provide a comfort letter to the effect that: (i) They are independent certified public accountants with respect to Fifth Third First Union and its subsidiaries within the meaning of the Act and the applicable published rules and regulations thereunder; (ii) In their opinion, the financial statements and any supplementary financial information and schedules examined by them and included or incorporated by reference in the Prospectus as amended or supplemented comply as to form in all material respects with the applicable accounting requirements of the Act or the Exchange Act, as applicable, and the published rules and regulations thereunder; (iii) On the basis of limited procedures, not constituting an audit, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of Fifth Third First Union and its subsidiaries, inspection of the minute books of Fifth Third First Union and its subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented, inquiries of officials of Fifth Third First Union and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: (A) the unaudited consolidated statements of income, consolidated balance sheets and consolidated statements of changes in financial position included or incorporated by reference in Fifth ThirdFirst Union's most recent Quarterly Report on Form 10-Q incorporated by reference in the Prospectus (if any) as amended or supplemented does not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act as it applies to Form 10-Q and the related published rules and regulations thereunder or are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements included or incorporated by reference in Fifth ThirdFirst Union's most recent Annual Report on Form 10-K; (B) any unaudited financial data included in the Prospectus as amended or supplemented as at any time, or for any period ending, after the end of the latest interim period covered by a Quarterly Report on Form 10-Q of Fifth Third First Union or year ended for which Fifth Third First Union has filed an Annual Report on Form 10-K (whichever is more recent) (and any data for any comparable prior period included therein) do not agree with the corresponding amounts in the unaudited consolidated financial statements from which such data are derived, or any such unaudited financial data were not determined deter mined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in Fifth ThirdFirst Union's most recent Annual Report on Form 10-K; (C) the unaudited pro forma consolidated condensed financial statements (if any) included or incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and the published rules and regulations thereunder or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements; (D) as of a specified date not more than five days prior to the date of delivery of such letter there have been any changes in the capital stock (other than issuances of capital stock upon exercise of options and stock appreciation rights, upon earn outs of performance shares and upon conversions of convertible securities, in each case which were outstanding on the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented) or long-term debt of Fifth Third First Union or any of its subsidiaries, or any decreases in consolidated stockholders' equity, consolidated assets, consolidated deposits, or allowance for loan losses of Fifth Third First Union or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with amounts shown in the latest balance sheet included or incorporated by reference in the Prospectus as amended or supplemented except in each case for changes, increases or decreases which the Prospectus as amended or supplemented discloses have occurred or may occur or which are described in such letter; and (E) for the period from the date of the latest financial statements included or incorporated by reference in the Prospectus as amended or supplemented to the end of the latest period for which financial statements are available there were any decreases in consolidated net interest income, net interest income after provision for loan losses, or the total or per share amounts of net income of Fifth Third First Union or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with the comparable period of the preceding year and with any other period of corresponding length specified by the Representatives, except in each case for increases or decreases which the Prospectus as amended or supplemented discloses have occurred or may occur or which are described in such letter; (iv) In addition to the examination referred to in their report(s) included or incorporated by reference in the Prospectus and the limited procedures, inspection of minute books, inquiries and other procedures referred to in subparagraph (iii) above, they have carried out certain specified procedures, not constituting an audit, with respect to certain amounts, percentages and financial information specified by the Representatives which are derived from the general accounting records of Fifth Third First Union and its subsidiaries, which appear in the Prospectus as amended or supplemented (excluding documents incorporated by reference), in exhibits to the Registration Statement specified by the Representatives, or in documents incorporated incor porated by reference in the Prospectus specified by the Representatives, and have compared certain of such amounts, percentages and financial information with the accounting records of Fifth Third and its subsidiaries and have found them to be in agreement.accounting

Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly or by the firm signing below on behalf of you as the Representatives will be binding upon all the Underwriters. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between Fifth Third and the Underwriters. Very truly yours, FIFTH THIRD BANCORP --------------------------- ---------------------------- Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: [Representatives] On behalf of the Underwriters set forth in Schedule II By: ______________________________ Name: Title: SCHEDULE I TITLE OF DESIGNATED SECURITIES: [Common Stock, no par value____%] [Preferred Stock [, Series Senior] [Subordinated]] [[Debentures] [Notes]] Due __], no par value] [Depositary Shares, each representing a [Fraction] Interest in a Share of Preferred Stock [, Series __], no par value] AMOUNT OF SECURITIES: ------------- PRICE TO PUBLIC_____ __,____ AGGREGATE PRINCIPAL AMOUNT: $_________ per Security PRICE TO PUBLIC: ____% of the principal amount of the Designated Securities[, plus accrued dividendsinterest, if any, from _________ __, ______] PURCHASE PRICE BY UNDERWRITERS: $_____ per Security % of the principal amount of the Designated Securities[, plus accrued dividendsinterest, if any, from _________ __, ______] SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Immediately available funds by wire DEPOSIT AGREEMENTINDENTURE: [Deposit AgreementIndenture, dated as of ________ __, ____, between Fifth Third and __________, as Depositary[Successor] Trustee, as amended MATURITY: [-------- --__________ __, ----] DIVIDEND _____ INTEREST RATE: [_____% per annum] [describe floating rate provisions] DIVIDEND INTEREST PAYMENT DATES: [________ __, ________ __, ________ __ and ________ __ of each year, commencing _______ __, ----] ____ REGULAR RECORD DATES: [________ __, ________ __, ________ __ and ________ __ of each year, commencing _______ __, ----] ____ REPAYMENT PROVISIONS: [Describe repayment provisions, if any] REDEMPTION PROVISIONS: [Describe redemption provisions, if any] SINKING FUND PROVISIONS: [Describe sinking fund provisions, if any] CONVERSION PROVISIONS: [Describe conversion provisions, if any] EXCHANGE PROVISIONS: [Describe exchange provisions, if any] OTHER TERMS: [Describe additional terms, if any] ADDITIONAL COMFORT LETTER COVERAGE: [Describe additional coverage, if any] FORM OF DESIGNATED SECURITY: [[Global] [Certificated] [in denominations set forth in the Prospectus Supplement]] Supplement CLOSING DATE: ________ __, ____ at [time] RESTRICTED PERIOD UNDER SECTION 5(G) OF UNDERWRITING AGREEMENT: [Describe period if other than through Closing Date] OFFICE FOR DELIVERY OF DESIGNATED SECURITIES: [insert address] OFFICE FOR PAYMENT FOR DESIGNATED SECURITIES: [insert address] NAME OF REPRESENTATIVES: [insert names] ADDRESS FOR NOTICES, ETC.: [insert address] SCHEDULE II Principal Amount of Securities to be Underwriter Purchased ----------- ---------- ----------- $ [underwriters names] -------- TOTAL ---------- $ SCHEDULE III Pursuant to Section 6(e) of the Underwriting Agreement, the independent accountants of Fifth Third shall provide a comfort letter to the effect that: (i) They are independent certified public accountants with respect to Fifth Third and its subsidiaries within the meaning of the Act and the applicable published rules and regulations thereunder; (ii) In their opinion, the financial statements and any supplementary financial information and schedules examined by them and included or incorporated by reference in the Prospectus as amended or supplemented comply as to form in all material respects with the applicable accounting requirements of the Act or the Exchange Act, as applicable, and the published rules and regulations thereunder; (iii) On the basis of limited procedures, not constituting an audit, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of Fifth Third and its subsidiaries, inspection of the minute books of Fifth Third and its subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented, inquiries of officials of Fifth Third and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: (A) the unaudited consolidated statements of income, consolidated balance sheets and consolidated statements of changes in financial position included or incorporated by reference in Fifth Third's most recent Quarterly Report on Form 10-Q incorporated by reference in the Prospectus (if any) as amended or supplemented does not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act as it applies to Form 10-Q and the related published rules and regulations thereunder or are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements included or incorporated by reference in Fifth Third's most recent Annual Report on Form 10-K; (B) any unaudited financial data included in the Prospectus as amended or supplemented as at any time, or for any period ending, after the end of the latest interim period covered by a Quarterly Report on Form 10-Q of Fifth Third or year ended for which Fifth Third has filed an Annual Report on Form 10-K (whichever is more recent) (and any data for any comparable prior period included therein) do not agree with the corresponding amounts in the unaudited consolidated financial statements from which such data are derived, or any such unaudited financial data were not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in Fifth Third's most recent Annual Report on Form 10-K; (C) the unaudited pro forma consolidated condensed financial statements (if any) included or incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and the published rules and regulations thereunder or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements; (D) as of a specified date not more than five days prior to the date of delivery of such letter there have been any changes in the capital stock (other than issuances of capital stock upon exercise of options and stock appreciation rights, upon earn outs of performance shares and upon conversions of convertible securities, in each case which were outstanding on the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented) or long-term debt of Fifth Third or any of its subsidiaries, or any decreases in consolidated stockholders' equity, consolidated assets, consolidated deposits, or allowance for loan losses of Fifth Third or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with amounts shown in the latest balance sheet included or incorporated by reference in the Prospectus as amended or supplemented except in each case for changes, increases or decreases which the Prospectus as amended or supplemented discloses have occurred or may occur or which are described in such letter; and (E) for the period from the date of the latest financial statements included or incorporated by reference in the Prospectus as amended or supplemented to the end of the latest period for which financial statements are available there were any decreases in consolidated net interest income, net interest income after provision for loan losses, or the total or per share amounts of net income of Fifth Third or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with the comparable period of the preceding year and with any other period of corresponding length specified by the Representatives, except in each case for increases or decreases which the Prospectus as amended or supplemented discloses have occurred or may occur or which are described in such letter; (iv) In addition to the examination referred to in their report(s) included or incorporated by reference in the Prospectus and the limited procedures, inspection of minute books, inquiries and other procedures referred to in subparagraph (iii) above, they have carried out certain specified procedures, not constituting an audit, with respect to certain amounts, percentages and financial information specified by the Representatives which are derived from the general accounting records of Fifth Third and its subsidiaries, which appear in the Prospectus as amended or supplemented (excluding documents incorporated by reference), in exhibits to the Registration Statement specified by the Representatives, or in documents incorporated by reference in the Prospectus specified by the Representatives, and have compared certain of such amounts, percentages and financial information with the accounting records of Fifth Third and its subsidiaries and have found them to be in agreement.