Your retirement plan is on the move

Your future is the only one you’ve got. And your Fifth Third Bancorp 401(k) What’s Savings Plan is an important part of having the future you want. Empower happening? Retirement, your Plan’s service provider, helps you connect the dots Your retirement account between your current savings strategy and your retirement readiness. will automatically move to a new system at Empower Effective the week of May 22, 2016, your Plan will have a new, enhanced effective the week of system at Empower, so we can continue to improve your overall May 22, 2016. retirement planning experience.

Your investment options will not change with this move. Also, we’re introducing these features: We want to make sure you • A new online experience featuring an enhanced tool that estimates your monthly get all the details you need. income in retirement, including healthcare expenses If you have more than one • More automated phone options to help you get to the right place more quickly account with Fifth Third • A new platform for self-directed brokerage accounts in the Plan Bank, you will get information specific to each account. At Empower, you’ll find a commitment to providing resources to help you turn your future into the one you want. Important dates and contact information

4 p.m. EDT, May 16, 2016 4 p.m. EDT, May 20, 2016 • Transition period for brokerage accounts to move to the • Account transition period begins. new Empower Brokerage platform. Transfers and trades • Last day for transaction requests on the current system. between your retirement account and brokerage account will be restricted. • Your contribution information will transfer to the new system. • There will be a short trading restriction period from close • During the transition, you’ll be able to view your account of market on May 16, until the week of May 29. If you have but won’t be able to make changes. a brokerage account, you’ll receive more information in • Using the advisory services offered by Advised Assets Group, the coming weeks. LLC (AAG)? The availability of these services will continue • Your shares will transfer in kind to Empower Brokerage uninterrupted. See page 5 for additional information. and will not be out of the market during the move. Week of May 22, 2016 • If you have holdings that are not allowed by Empower Brokerage, you will be notified to take action to liquidate • Transition period ends and access to your account the nontransferable holdings. If you do not liquidate is restored. them, those shares may be liquidated and transferred to • You will receive a Welcome Guide with more information your new brokerage account as cash. Once the move is about the tools and services available to help you meet complete, you will be able to place trades on that cash. your retirement goals. See the brokerage section on page 4 and the Empower • Brokerage account holders must log on and complete Brokerage fee schedule on page 7 for additional details. the application process at Empower Brokerage to begin trading. You will not be able to trade in your brokerage account until this process is complete. 4 p.m. EDT, May 19, 2016 • Last day to access any portion of your account in the Week of May 29, 2016 Fifth Third stock investment option in the Plan. Transfers • Brokerage account transition period ends and access to in and out of company stock will be restricted. See page 4 your brokerage account is restored. for more information. • Brokerage account holders will receive an Empower Brokerage Welcome Kit with additional information.

At Empower Retirement, we’re helping nearly 7.6 million people save for retirement. We’re the second largest retirement services company in the United States1. We define success as helping people like you securely replace — for life — the income they earned while working.

1 Source: PLANSPONSOR, December 2015. Information based on total number of participant accounts for all retirement businesses of Great- West Life & Annuity Insurance Company and its subsidiaries on the Empower Retirement recordkeeping system. Total participant accounts on this recordkeeping system, as of December 2015.

Main contact information will stay the same: However, this number will change after the move:

53retirement.com International number - 303-737-7204

866-233-6446

TTY 800-345-1833 (TTY)

2 New tools — new connections

Website — 53retirement.com

Knowing your estimated income in retirement can impact your retirement readiness. That estimate will continue to be an important part of your experience at Empower. Through your new website, you’ll get an easy-to-understand monthly estimate that:

• Gives you a savings goal. • Simplifies planning for your future. • Shows how you compare with other savers.

Please note: If you are currently employed by Fifth Third Bank, you may still access your account through single sign- on by clicking on the 53retirement.com link from the Quick Links tab on the Employee Center, or clicking on any of the 401(k) links in HR Direct. However, if you access your account from home, or you are no longer with the Bank, you will need to create a new username and password when you access your account through 53retirement.com.

View your online retirement income, which:

Translates savings Allows you to easily Offers next steps to Provides a Lets you implement into estimated model different help boost income convenient way to changes immediately monthly income in saving scenarios in retirement adjust contributions retirement and rebalance your portfolio

Self-directed brokerage Call us at 866-233-6446

If you have a self-directed brokerage account, it will move You’ll be able to do these things using the automated from J.P. Morgan Securities LLC (JPMS) to a new account phone service: with Empower Brokerage, which offers you simple, direct access using the same website and phone number as your • Request past statements. Fifth Third 401(k) Plan account. • Transfer investments. • Change your contributions. It’s automatic — a new brokerage account will be set up for you. After the move, log on to 53retirement.com, After the move, our representatives are available choose My Accounts and the Plan name. Then select weekdays between 8 a.m. and 10 p.m. EDT. The TTY Brokerage and click Enroll to get started. The first time you number is 800-345-1833 and the new international access your account, you’ll answer a few questions to verify number is 303-737-7204. your account status.

With the move to Empower Brokerage, some fees may change. See page 7 for more information.

3 The fine print

Important notice concerning your rights under the Once this period ends, you will have access to your Fifth Third Bancorp 401(k) Savings Plan account information. You can check the status of the blackout period at any time by contacting Empower If you’re invested in Company stock or have a self-directed brokerage account at 866-233-6446.

This notice is to inform you that your account is Because of the blackout period, it is very important that transitioning to an enhanced recordkeeping system at you review and consider the appropriateness of your Empower Retirement effective the week of May 22, 2016. current investments in light of your inability to change Because of this change, any portion of your account those investments during this time. For your long-term that contains Company stock and brokerage assets will retirement security, you should give careful consideration temporarily be unavailable to direct or diversify investments to the importance of a well-balanced and diversified or obtain a loan or distribution. This period, during which you investment portfolio, taking into account all your assets, will be unable to exercise these rights otherwise available income and investments. under the Plan, is called a blackout period. You should be aware that there is a risk to holding

Whether or not you are planning retirement in the near substantial portions of your assets in the securities of any future, we encourage you to carefully consider how the one company, as individual securities tend to have wider blackout period may affect your retirement planning, as well price swings, both up and down in short periods of time, as your overall financial plan. than investments in diversified funds. Stocks that have wide price swings might have a large loss during the blackout period, and you would not be able to direct the sale of such Self-directed brokerage transition period stocks from your account during the blackout period.

The blackout period for self-directed brokerage accounts If you have any questions concerning this notice, you will begin after 4 p.m. EDT May 16, 2016, and will end the should contact Empower at 866-233-6446 or P.O. Box week of May 29. During this time, you will not be able 419784, Kansas City, MO 64179-0654. The TTY number is to move money between your self-directed brokerage 800-345-1833. account and retirement account, or request a distribution or loan from your self-directed brokerage account assets.

Company stock transition period

The blackout period for Fifth Third stock will begin at 4 p.m. EDT May 19, 2016, and will end the week of May 22. During this time, you will not be able to move money between Fifth Third stock and other investments in the Fifth Third 401(k) Plan, or request a distribution or loan from your Fifth Third stock assets.

4 Other updates

Change to trading policies Company stock trades

Most fund companies have adopted excessive trading With the move to the new recordkeeping system at Empower, policies to discourage frequent, short-term trading in their we’re changing the timing for Company stock transactions. funds. Previously, according to the Plan’s Trade Control Policy, With this change, same-day pricing will now be available for if you transferred any portion of your account balance out of some Company stock transactions requested at least two certain investment options, such as mutual funds, you were hours before market close. not permitted to purchase shares of the same fund through Same-day pricing will be available primarily for Company investment transfer activity for 30 days. stock transactions involving a stock sale. These include Effective the week of May 22, 2016, the Plan’s Trade Control transfers from Company stock to another plan investment Policy will no longer apply, and instead you will be subject option, loans and withdrawals. To receive same-day pricing, to the trading policies and/or restrictions of the affected an eligible transaction must be requested at least two hours fund(s), which could be more than 30 days. Specific radingt before market close. Transactions received less than two restrictions for the funds in the Fifth Third 401(k) Plan will be hours before market close will trade next day and receive provided online at 53retirement.com at the time you next-day pricing. Contributions and transfers into Company request a transfer or other applicable transaction. stock will continue to be processed on the following business day and receive that day’s pricing.

Advisory services enhancements Beginning May 23, stock settlements will also move to a three-day settlement period (T+3) from the current one- Using the advisory services offered by Advised Assets day settlement period (T+1). Please keep this new timing Group, LLC (AAG) and powered by Financial Engines®? in mind when requesting a distribution, withdrawal or loan Advice services are provided by AAG, a federally registered from your account. For example, a Company stock trade that investment adviser. If you are enrolled in the Professional is processed on a Monday (transaction day, T) and receives Management Program or if you use the Online Advice service, that day’s price would settle on Thursday (T plus three days: these services will continue to be provided to you when your Tuesday, Wednesday, Thursday). If this were a transfer to account transitions to the new system. If you are participating another plan investment option, shares of that investment in the Professional Management Program, you’ll receive would be purchased on Thursday. If this were a stock sale for additional information about enhancements to the Program. a distribution, the distribution would be made on Thursday.

Expedited delivery service changes Automatic rebalance Effective the week of May 22, 2016, the following delivery If you use this feature, your election automatically will options for certain distributions or withdrawals will transfer to the new system, but the frequency for the be available in your Plan: automatic rebalance feature will change. To align with Fee type Fee Detail industry best practices, automatic rebalance will be available Wire transfer $40 Fee applies per wire1 on an on-demand, quarterly, semi-annual or annual basis, and no longer include a monthly option. If you elected Overnight/express mail $25 Fee applies per check/envelope1 monthly rebalance, we’ll set your frequency to quarterly, for your convenience. You can choose a different frequency 1 Example: If you request expedited delivery for a distribution or withdrawal and your distribution contains money from multiple sources such as pre-tax and Roth 401(k), before the move by accessing your account at separate transactions will be processed, and you will incur multiple overnight/express 53retirement.com or 866-233-6446. mail or wire fees.

5 Fund name change

In addition, the Plan’s default funds, the Target Retirement Date funds, will be renamed to include the fund manager name. The funds remain the same with no change to the underlying investments, objectives or management. This is a change in name only.

Current fund name New fund name

Target Retirement Date Income Fund JPMCB SmartRetirement® Income Fund

Target Retirement Date 2015 Fund JPMCB SmartRetirement® 2015 Fund

Target Retirement Date 2020 Fund JPMCB SmartRetirement® 2020 Fund

Target Retirement Date 2025 Fund JPMCB SmartRetirement® 2025 Fund

Target Retirement Date 2030 Fund JPMCB SmartRetirement® 2030 Fund

Target Retirement Date 2035 Fund JPMCB SmartRetirement® 2035 Fund

Target Retirement Date 2040 Fund JPMCB SmartRetirement® 2040 Fund

Target Retirement Date 2045 Fund JPMCB SmartRetirement® 2045 Fund

Target Retirement Date 2050 Fund JPMCB SmartRetirement® 2050 Fund

Target Retirement Date 2055 Fund JPMCB SmartRetirement® 2055 Fund

6 Empower Brokerage fee schedule

Please read carefully This schedule contains information about the fees and charges that apply to Empower Brokerage accounts and transactions. Please note that fees and other information are subject to change without notice. Securities may not be available through all electronic trading channels. All investments may not be available, based on the Plan’s rules and restrictions. Electronic Rep assisted $25.00 per buy or sell; $25.00 per buy or sell; Mutual Funds: Load and no-load1 $5.00 per exchange $5.00 per exchange NTF mutual funds2 $0.00 $0.00 Orders executed over multiple days may result in separate transaction fees for each trading day.

Brokerage account services Annual maintenance fee $50.00 ($12.50 charged quarterly) Overnight/express mail - domestic3 $12.00 Overnight/express mail – international3 $25.00 Overnight/express mail – Saturday delivery3 $18.00

1 Transactions in certain funds may result in an additional $10 surcharge. Please contact your service representative to learn which mutual fund transactions may result in the surcharge. 2 Funds held 90 days or less may be subject to a short-term redemption fee. 3 In addition to applicable delivery charges listed on page 5.

Securities available through Empower Brokerage are offered by GWFS Equities, Inc., a wholly owned subsidiary of Great-West Life & Annuity Insurance Company, member FINRA/SIPC. Clearing, settlement, custody, and other brokerage services are provided by Pershing LLC, member FINRA/NYSE/SIPC. Pershing LLC a wholly owned subsidiary of The Bank of New York Mellon Corporation. Additional information may be obtained by calling 877-788-6261. GWFS Equities, Inc. and Pershing, LLC are separate and unaffiliated brokerage firms. Accounts are subject to review and approval of GWFS Equities, Inc. GWFS Equities, Inc. may receive a fee from mutual fund companies participating in the Empower Brokerage service, for providing certain distribution, administrative, and shareholder services. The Empower Brokerage account is intended for knowledgeable investors who acknowledge and understand the risks associated with the investments available through an Empower Brokerage account GWFS Equities, Inc. reserves the right to change and/or modify pricing. Empower Retirement refers to the products and services offered in the retirement markets by Great-West Life & Annuity Insurance Company (GWL&A), Corporate Headquarters: Greenwood Village, CO; Great-West Life & Annuity Insurance Company of New York, Home Office: NY, NY; and their subsidiaries. The trademarks, logos, service marks, and design elements used are owned by their respective owners and are used by permission. Real-time quotes are available when the markets are open. Trades placed when the markets are closed will be submitted during the next trading session when the markets are open. System availability and response times may vary due to market volatility, system performance or other factors. Be aware that certain mutual funds may be subject to separate and additional redemption fees imposed by the particular fund. Refer to that fund’s current prospectus for details. Transaction fees may apply to certain mutual funds. Transaction fees, where applicable, will be noted during online order entry or via your registered representative during broker-assisted trades. Options trading may increase the risk of principal loss and is not suitable for all investors. PT256039 (01/16) Brokerage Products: NOT FDIC INSURED NO BANK GUARANTEE MAY LOSE VALUE

7 Disclosures

Not a Deposit Not FDIC Insured Not Bank Guarantee Funds May Lose Value Not Insured by Any Federal Government Agency

Please consider the investment objectives, risks, fees and expenses HIPAA applies to the data obtained from plan participants using this new tool. Top peers are defined as carefully before investing. For this and other important information an individual who is at the 90th percentile of the selected age band, salary range, and gender. about investments offered through your plan, you may obtain mutual Advised Assets Group, LLC (AAG) uses Financial Engines Advisors L.L.C. (FEA) to provide sub-advisory fund prospectuses for registered investment options and/or disclosure services. AAG is a federally registered investment adviser and wholly owned subsidiary of Great-West Life & documents from your registered representative or plan website. Read Annuity Insurance Company (GWL&A). FEA is a federally registered investment adviser and wholly owned them carefully before investing. For prospectuses related to investments in subsidiary of Financial Engines, Inc. More information can be found at www.adviserinfo.sec.gov. Financial your self-directed brokerage account (SDBA), contact your SDBA provider. Engines, Inc. is an independent company that is not affiliated with Great-West Financial Retirement Plan Target Date Funds: Generally, the asset allocation of each target date fund will gradually become more Services, LLC, AAG, its parent company GWL&A, or any other affiliated companies and/or subsidiaries. conservative as the fund nears the target retirement date. The date in a target date fund’s name is the Financial Engines® is a registered trademark of Financial Engines, Inc. All trademarks, logos, service marks approximate date when investors plan to start withdrawing their money (which is assumed to be at age and design elements used are owned by their respective owners and are used by permission. ®2005- 65). The principal value of the fund(s) is not guaranteed at any time, including at the time of the target date 2016 Financial Engines, Inc. All rights reserved. Empower Retirement provides plan recordkeeping and and/or withdrawal. For more information, please refer to the fund prospectus and/or disclosure document. administrative services. Future results are not guaranteed by FEA, AAG or any other party. Core securities, when offered, are offered through GWFS Equities, Inc. and/or other The SDBA is intended for knowledgeable investors who acknowledge and understand the risks broker dealers. GWFS Equities, Inc., Member FINRA/SIPC, is a wholly owned subsidiary of Great- associated with the investments contained in the SDBA. West Life & Annuity Insurance Company. Securities available through retirement brokerage services are offered through J.P. Morgan Securities Empower Retirement refers to the products and services offered in the retirement markets by Great- LLC (JPMS), member FINRA/NYSE/SIPC. Additional information can be obtained by calling 866-233- West Life & Annuity Insurance Company (GWL&A), Corporate Headquarters: Greenwood Village, CO; 6446. JPMS and GWFS Equities, Inc. are separate and unaffiliated. Accounts are subject to the review Great-West Life & Annuity Insurance Company of New York, Home Office: New York, NY; and their and approval of J.P. Morgan Securities LLC. subsidiaries and affiliates. The trademarks, logos, service marks, and design elements used are owned Securities available through Empower Brokerage are offered by GWFS Equities, by their respective owners and are used by permission. Inc., a wholly owned subsidiary of Great-West Life & Annuity Insurance Company, This material has been prepared for informational and educational purposes only. It is not intended to member FINRA/SIPC. Clearing, settlement, custody, and other brokerage services are provided provide, and should not be relied upon for, investment, accounting, legal or tax advice. by Pershing LLC, member FINRA/NYSE/SIPC. Pershing LLC a wholly owned subsidiary of The Bank of New York Mellon Corporation. Additional information may be obtained by calling 877-788-6261. GWFS IMPORTANT: The projections, or other information generated by the Empower Participant Experience Equities, Inc. and Pershing, LLC are separate and unaffiliated brokerage firms. Accounts are subject to regarding the likelihood of various investment outcomes, are hypothetical in nature. They do not reflect review and approval of GWFS Equities, Inc. actual investment results and are not guarantees of future results. The results may vary with each use and over time. The analyses present the likelihood of various investment outcomes if certain investment Rebalancing and asset allocation do not ensure a profit and does not protect against loss strategies or styles are undertaken, thereby serving as an additional resource to investors in the in declining markets. evaluation of the potential risks and returns of investment choices. Each simulation takes into account This is for general informational purposes only and does not constitute an offer or sale of Fifth Third the participant’s current plan balance and investment mix, as well as his or her age, income, retirement common stock or any other security. All such offers and sales shall be made only pursuant to an effective date, contribution rate, likely future savings, and estimated Social Security benefit. The tool runs over registration statement filed with the Securities and Exchange Commission and a current prospectus. The 50 billion market simulations to provide an estimate of a monthly income likely to be generated at prospectus for the 401(k) Plan may be found on the Fifth Third Employee Center using the following retirement. The Empower Participant Experience is an interactive investment tool designed for Empower path: Employee Center > HR Direct > HR Info Center > Document Library and click on the link for the Retirement 401(k) participants to illustrate the estimated impact of a participant’s plan balances and 401(k) Plan Prospectus in the Wealth Accumulation/Retirement section. projected savings on income in retirement. The tool takes into account both before-tax and after-tax accumulated balances and future regularly scheduled contributions for estimated projections. It cannot A collective fund is not a mutual fund and is exempt from SEC registration. Designed for and exclusively account for dramatic changes in a participant’s personal situation, including unexpected expenses and sold to qualified retirement plans and their participants, the funds are not available to individual retail other financial situations that may negatively affect one’s estimated monthly income in retirement. You investors. are advised to consider your other assets, income, investment options, investment time horizon, income Asset allocation and balanced investment options and models are subject to the risks of the underlying tax bracket, and risk tolerance when planning for specific investment goals. It is recommended that you funds, which can be a mix of stocks/stock funds and bonds/bond funds. For more information, see the consult a financial advisor for more information. It is important to note that the results from this tool are prospectus and/or disclosure documents. estimates based on what you input today. The results are not a guarantee of actual outcomes and will change as your inputs change. Healthcare costs and projections are provided by HealthView Services. Because the purchase of company stock invests in the stock of one company, it has more risk than a Empower Retirement does not provide healthcare advice. Empower Retirement does not believe that diversified portfolio consisting of the stocks of many companies. The investment option may be used to round out a well-diversified portfolio. DC-FTH-65298 1604 • PT263980 (04/2016) ©2016 Great-West Life & Annuity Insurance Company. All rights reserved.