10.21  Franklin Financial Corporation 1990 Incentive Stock Option Plan. Incorporated by reference to Franklin Financial Corporation’s  Annual Report on Form 10-K for the year ended December 31,  1989.*  10.22  Franklin Financial Corporation 2000 Incentive Stock Option Plan. Incorporated by reference to Franklin Financial Corporation’s  Registration Statement on Form S-8, Registration No. 333-52928. * 10.23  Amended and Restated First National Bankshares of Florida, Inc.  2003 Incentive Plan. Incorporated by reference to First National  Bankshares of Florida, Inc.’s Annual Report on Form 10-K for the  year ended December 31, 2003. *  10.24  Southern Community Bancorp Equity Incentive Plan. Incorporated  by reference to Southern Community Bancorp’s Registration  Statement on Form SB-2, Registration No. 333-35548. *  10.25  Southern Community Bancorp Director Statutory Stock Option Plan.  Incorporated by reference to Southern Community Bancorp’s  Registration Statement on Form SB-2, Registration No. 333-35548. *  10.26  Peninsula Bank of Central Florida Key Employee Stock Option  Plan. Incorporated by reference to Southern Community Bancorp’s  Annual Report on Form 10-K for the year ended December 31,  2003. *  10.27  Peninsula Bank of Central Florida Director Stock Option Plan. Incorporated by reference to Southern Community Bancorp’s  Annual Report on Form 10-K for the year ended December 31,  2003. *  10.28  First Bradenton Bank Amended and Restated Stock Option Plan.  Incorporated by reference to Registrant’s Annual Report on Form  10-K for the fiscal year ended December 31, 2004. *  10.29  Letter Agreement with R. Mark Graf. Incorporated by reference to  the Exhibits to Registrant’s Quarterly Report on Form 10-Q for the  quarter ended September 30, 2005. *  10.30  Amendment Dated January 16, 2006 to the Letter Agreement with  R. Mark Graf. Incorporated by reference to Registrant’s Current  Report on Form 8-K filed with the Securities and Exchange  Commission on January 17, 2006.  10.31  Separation Agreement between Fifth Third Bancorp and Neal E.  Arnold dated as of December 14, 2005. Incorporated by reference  to Registrant’s Current Report on Form 8-K filed with the  Securities and Exchange Commission on December 22, 2005. *  10.32  Stipulation and Agreement of Settlement dated March 29, 2005, as  Amended. Incorporated by reference to Registrant’s Current Report  on Form 8-K filed with the Securities and Exchange Commission  on November 18, 2005.  10.33  Amendment to Stipulation dated May 10, 2005. Incorporated by  reference to Registrant’s Current Report on Form 8-K filed with the  Securities and Exchange Commission on November 18, 2005.  10.34  Second Amendment to Stipulation dated August 12, 2005. Incorporated by reference to Registrant’s Current Report on Form  8-K filed with the Securities and Exchange Commission on  November 18, 2005.  10.35  Order and Final Judgment of the United States District Court for the  Southern District of Ohio. Incorporated by reference to  Registrant’s Current Report on Form 8-K filed with the Securities  and Exchange Commission on November 18, 2005.  10.36  Offer letter from Fifth Third Bancorp to Ross J. Kari. Incorporated  by reference to Registrant’s Current Report on Form 8-K filed with  the Securities and Exchange Commission on November 12, 2008. * 10.37  Separation Agreement between Fifth Third Bancorp and  Christopher G. Marshall dated May 1, 2008. Incorporated by  reference to Registrant’s Current Report on Form 8-K filed with the  Securities and Exchange Commission on May 2, 2008. *  10.38  Letter Agreement, dated December 31, 2008, including Securities  Purchase Agreement – Standard Terms incorporated by reference  therein, between the Company and the United States Department of  the Treasury. Incorporated by reference to Registrant’s Current  Report on Form 8-K filed with the Securities and Exchange  Commission on December 31, 2008.  10.39  Form of Waiver, executed by each of Messrs. Kevin Kabat, Ross  Kari, Greg Carmichael, Charles Drucker, Bruce Lee, Dan Poston,  Robert A. Sullivan and Terry Zink. Incorporated by reference to  Registrant’s Current Report on Form 8-K filed with the Securities  and Exchange Commission on December 31, 2008. *  10.40 Form of Letter Agreement, executed by each of Messrs. Kevin  Kabat, Ross Kari, Greg Carmichael, Charles Drucker, Bruce Lee,  Dan Poston, Robert A. Sullivan and Terry Zink with the Company.  Incorporated by reference to Registrant’s Current Report on Form  8-K filed with the Securities and Exchange Commission on  December 31, 2008. *  10.41 Form of Executive Agreements effective December 31, 2008,  between Fifth Third Bancorp and Kevin T. Kabat, Robert A.  Sullivan, Greg D. Carmichael, Ross Kari, Bruce K. Lee, Charles D.  Drucker and Terry Zink. Incorporated by reference to Registrant’s  Current Report on Form 8-K filed with the Securities and Exchange  Commission on December 31, 2008. *  10.42 Form of Executive Agreements effective December 31, 2008,  between Fifth Third Bancorp and Nancy Phillips, Daniel T. Poston,  Paul L. Reynolds and Mary E. Tuuk. Incorporated by reference to  Registrant’s Current Report on Form 8-K filed with the Securities  and Exchange Commission on December 31, 2008. *  10.43 Form of Executive Agreement effective December 31, 2008,  between Fifth Third Bancorp and Mahesh Sankaran. Incorporated  by reference to Registrant’s Current Report on Form 8-K filed with  the Securities and Exchange Commission on December 31, 2008. * 10.44 Warrant dated June 30, 2009 issued by FTPS Holding, LLC to Fifth  Third Bank. Incorporated by reference to the Registrant’s Current  Report on Form 8-K filed with the Commission on July 2, 2009.  10.45 Amended & Restated Limited Liability Company Agreement  (excluding certain exhibits) dated as of June 30, 2009 among  Advent-Kong Blocker Corp., Fifth Third Bank, FTPS Partners,  LLC, JPDN Enterprises, LLC and FTPS Holding, LLC.  Incorporated by reference to the Registrant’s Current Report on  Form 8-K filed with the Commission on July 2, 2009.  10.46 Amendment and Restatement Agreement and Reaffirmation  (excluding certain schedules) dated as of June 30, 2009 among Fifth  Third Processing Solutions, LLC, FTPS Holding, LLC, Card  Management Company, LLC, Fifth Third Holdings, LLC and Fifth  Third Bank. Incorporated by reference to the Registrant’s Current  Report on Form 8-K filed with the Commission on July 2, 2009.  10.47 Registration Rights Agreement dated as of June 30, 2009 among  Advent-Kong Blocker Corp., Fifth Third Bank, FTPS Partners,  LLC, JPDN Enterprises, LLC and FTPS Holding, LLC.  Incorporated by reference to the Registrant’s Current Report on  Form 8-K filed with the Commission on July 2, 2009.  31(ii) Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of  2002 by Chief Financial Officer.  31(i) Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of  2002 by Chief Executive Officer. 23  Consent of Independent Registered Public Accounting Firm- Deloitte & Touche LLP.  21  Fifth Third Bancorp Subsidiaries, as of December 31, 2010.  14  Code of Ethics. Incorporated by reference to Exhibit 14 of the  Registrant’s Current Report on Form 8-K filed with the Securities  and Exchange Commission on January 23, 2007.  12.2  Computations of Consolidated Ratios of Earnings to Combined  Fixed Charges and Preferred Stock Dividend Requirements.  12.1  Computations of Consolidated Ratios of Earnings to Fixed Charges. 10.51 Form of Addendum No.1 to Agreement Regarding Portion of  Salary Payable in Phantom Stock Units executed by each of Kevin  Kabat, Greg Carmichael, Greg Kosch, Bruce Lee, Dan Poston, Paul  Reynolds, Robert A. Sullivan and Mary Tuuk with the Company.  Incorporated by reference to the Registrant’s Quarterly Report on  10-Q for the quarter ended June 30, 2010. * 10.50 Form of Letter Agreement dated June 29, 2010 executed by each of  Kevin Kabat, Greg Carmichael, Greg Kosch, Bruce Lee, Dan  Poston, Paul Reynolds, Robert A. Sullivan and Mary Tuuk with the  Company. Incorporated by reference to the Registrant’s Quarterly  Report on 10-Q for the quarter ended June 30, 2010. *  10.49 Form of Agreement Regarding Portion of Salary Payable in  Phantom Stock Units dated March 26, 2010 executed by Mary  Tuuk. Incorporated by reference to the Registrant’s Quarterly  Report on 10-Q for the quarter ended September 30, 2009. *  10.48 Form of Agreement Regarding Portion of Salary Payable in  Phantom Stock Units dated October 16, 2009 executed by Kevin  Kabat, Greg Carmichael, Greg Kosch, Bruce Lee, Dan Poston, Paul  Reynolds, Robert Sullivan, and Terry Zink. Incorporated by  reference to the Registrant’s Quarterly Report on 10-Q for the  quarter ended September 30, 2009. *  142 Fifth Third Bancorp