The information required by this item relating to the Executive  Officers of the Registrant is included in PART I under  “EXECUTIVE OFFICERS OF THE BANCORP.” The information required by this item concerning Directors  and the nomination process is incorporated herein by reference  under the caption “ELECTION OF DIRECTORS” of the  Bancorp’s Proxy Statement for the 2011 Annual Meeting of  Shareholders. The information required by this item concerning the Audit  Committee and Code of Business Conduct and Ethics is  incorporated herein by reference under the captions “CORPORATE GOVERNANCE” and “BOARD OF DIRECTORS, ITS COMMITTEES, MEETINGS AND FUNCTIONS” of the Bancorp’s Proxy Statement for the 2011  Annual Meeting of Shareholders. The information required by this item concerning Section  16 (a) Beneficial Ownership Reporting Compliance is incorporated herein by reference under the caption “SECTION  16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE” of the Bancorp’s Proxy Statement for the 2011  Annual Meeting of Shareholders. The schedules for the Bancorp and its subsidiaries are omitted  because of the absence of conditions under which they are  required, or because the information is set forth in the  Consolidated Financial Statements or the notes thereto. The following lists the Exhibits to the Annual Report on Form 10-K.  The information required by this item is incorporated herein by  reference under the captions “COMPENSATION DISCUSSION  AND ANALYSIS,” “COMPENSATION OF NAMED EXECUTIVE OFFICERS AND DIRECTORS,” “COMPENSATION COMMITTEE REPORT” and “COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION” of the Bancorp’s Proxy Statement  for the 2011 Annual Meeting of Shareholders.  Security ownership information of certain beneficial owners and  management is incorporated herein by reference under the  captions “CERTAIN BENEFICIAL OWNERS,” “ELECTION  OF DIRECTORS,” “COMPENSATION DISCUSSION AND  ANALYSIS” and “COMPENSATION OF NAMED EXECUTIVE OFFICERS AND DIRECTORS” of the Bancorp’s  Proxy Statement for the 2011 Annual Meeting of Shareholders. The information required by this item concerning Equity  Compensation Plan information is included in Note 25 of the  Notes to the Consolidated Financial Statements.  The information required by this item is incorporated herein by  reference under the captions “CERTAIN TRANSACTIONS”,  “ELECTION OF DIRECTORS”, “CORPORATE GOVERNANCE” and “BOARD OF DIRECTORS, ITS COMMITTEES, MEETINGS AND FUNCTIONS” of the  Bancorp’s Proxy Statement for the 2011 Annual Meeting of  Shareholders. The information required by this item is incorporated herein by  reference under the caption “PRINCIPAL INDEPENDENT  REGISTERED PUBLIC ACCOUNTING FIRM FEES” of the  Bancorp’s Proxy Statement for the 2011 Annual Meeting of  Shareholders. Fifth Third Bancorp 139 4.10  First Supplemental Indenture dated as of March 30, 2007 between  Fifth Third Bancorp and Wilmington Trust Company, as trustee, to  the Junior Subordinated Indenture dated as of May 20, 1997  between Fifth Third and the Trustee. Incorporated by reference to  Registrant’s Current Report on Form 8-K filed with the Securities  and Exchange Commission on March 30, 2007.  4.9  Global security representing Fifth Third Bancorp’s $250,000,000  Floating Rate Subordinated Notes due 2016. Incorporated by  reference to Registrant's Annual Report on Form 10-K filed for the  fiscal year ended December 31, 2006.  4.8  Global security representing Fifth Third Bancorp’s $500,000,000  5.45% Subordinated Notes due 2017. Incorporated by reference to  Registrant's Annual Report on Form 10-K filed for the fiscal year  ended December 31, 2006.  4.7  First Supplemental Indenture, dated as of December 20, 2006,  between Fifth Third Bancorp and Wilmington Trust Company, as  Trustee. Incorporated by reference to Registrant's Annual Report on  Form 10-K filed for the fiscal year ended December 31, 2006. 4.6  Global security representing Fifth Third Bancorp’s $500,000,000  4.50% Subordinated Notes due 2018. Incorporated by reference to  Registrant’s Current Report on Form 8-K filed with the Securities  and Exchange Commission on May 22, 2003. 4.5  Indenture, dated as of May 23, 2003, between Fifth Third Bancorp  and Wilmington Trust Company, as Trustee. Incorporated by  reference to Registrant’s Current Report on Form 8-K filed with the  Securities and Exchange Commission on May 22, 2003. 4.4  Agreement as to Expense and Liabilities, dated as of March 20,  1997 between Fifth Third Bancorp, as the holder of the Common  Securities of Fifth Third Capital Trust I and Fifth Third Capital  Trust II. Incorporated by reference to Registrant’s Current Report  on Form 8-K filed with the Securities and Exchange Commission  on March 26, 1997.  4.3  Guarantee Agreement, dated as of March 20, 1997 between Fifth  Third Bancorp, as Guarantor, and Wilmington Trust Company, as  Guarantee Trustee. Incorporated by reference to Registrant’s  Current Report on Form 8-K filed with the Securities and Exchange  Commission on March 26, 1997.  4.2  Amended and Restated Trust Agreement, dated as of March 20,  1997 of Fifth Third Capital Trust II, among Fifth Third Bancorp, as  Depositor, Wilmington Trust Company, as Property Trustee, and  the Administrative Trustees named therein. Incorporated by  reference to Registrant’s Current Report on Form 8-K filed with the  Securities and Exchange Commission on March 26, 1997.  4.1  Junior Subordinated Indenture, dated as of March 20, 1997 between  Fifth Third Bancorp and Wilmington Trust Company, as Debenture  Trustee. Incorporated by reference to Registrant’s Current Report  on Form 8-K filed with the Securities and Exchange Commission  on March 26, 1997.  3.2  Code of Regulations of Fifth Third Bancorp, as amended.  Incorporated by reference to the Registrant’s Current Report on  Form 8-K filed with the Commission on June 21, 2010. 3.1  Second Amended Articles of Incorporation of Fifth Third Bancorp,  as amended. Incorporated by reference to the Registrant’s Annual  Report on Form 10-K for the year ended December 31, 2008. 2.1  Master Investment Agreement (excluding exhibits and schedules)  dated as of March 27, 2009 and amended as of June 30, 2009,  among Fifth Third Bank, Fifth Third Financial Corporation,  Advent-Kong Blocker Corp., FTPS Holding, LLC and Fifth Third  Processing Solutions, LLC. Incorporated by reference to the  Registrant’s Current Report on Form 8-K filed with the  Commission on July 2, 2009.  PART III  PART IV ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND  CORPORATE GOVERNANCE ITEM 11. EXECUTIVE COMPENSATION  ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND  RELATED STOCKHOLDER MATTERS  ITEM 13. CERTAIN RELATIONSHIPS AND RELATED  TRANSACTIONS, AND DIRECTOR INDEPENDENCE ITEM 14. PRINCIPAL ACCOUNTING FEES AND  SERVICES  Financial Statements Filed  Pages Report of Independent Registered Public Accounting Firm  67 Fifth Third Bancorp and Subsidiaries Consolidated Financial  Statements 68-71 Notes to Consolidated Financial Statements  72-128 ITEM 15. EXHIBITS, FINANCIAL STATEMENT  SCHEDULES 