Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

Effective January 24, 2020, the Board of Directors (the "Board") of Fifth Third Bancorp (the "Company") amended and restated its Regulations (as so amended, the "Regulations") to implement proxy access and make certain other changes summarized below. Proxy access will first be available to shareholders in connection with the Company's 2021 annual meeting of shareholders.

A new Section 12 of Article II of the Regulations permits a shareholder, or a group of up to 20 shareholders, who has continuously owned at least 3% of the Company's outstanding common stock for at least 3 years to nominate and include in the Company's annual meeting proxy materials director nominees constituting up to 20% of the total number of directors serving on the Board. Such nominations are subject to disclosure, eligibility and procedural requirements as set forth in Section 12 of Article II, including the requirement that the notice of such nominations must be submitted no earlier than the 150th day and no later than the 120th day prior to the anniversary date of the previous year's annual proxy materials mailing.

In addition, a number of non-substantive, ministerial, clarifying and conforming changes have been made throughout the Regulations.

The foregoing summary is qualified in its entirety by reference to the Regulations, a copy of which is attached hereto as Exhibit 3.2 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.





  Exhibit 3.2         Regulations of Fifth Third Bancorp, as Amended as of
                    January 24, 2020

  Exhibit 104       Cover Page Interactive Data File (embedded within the Inline XBRL
                    document)

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