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 Registration Statement on Form 8-A filed with the  Securities and Exchange Commission on May 6, 2008.  4.40  $400,010,000.00 8.875% Junior Subordinated Note dated as of May  6, 2008 of Fifth Third Bancorp. Incorporated by reference to  Registrant’s Registration Statement on Form 8-A filed with the  Securities and Exchange Commission on May 6, 2008.  4.41  Amended and Restated Declaration of Trust of Fifth Third Capital  Trust VII dated as of May 6, 2008 among Fifth Third Bancorp, as  Sponsor, Wilmington Trust Company, as Property Trustee and  Delaware Trustee, and the Administrative Trustees named therein.  Incorporated by reference to Registrant’s Registration Statement on  Form 8-A filed with the Securities and Exchange Commission on  May 6, 2008.  4.42  Certificate dated as of May 6, 2008 representing 16,000,000  ($400,000,000) 8.875% Trust Preferred Securities of Fifth Third  Capital Trust VII (liquidation amount $25 per Trust Preferred  Security). Incorporated by reference to Registrant’s Registration  Statement on Form 8-A filed with the Securities and Exchange  Commission on May 6, 2008.  4.43  Certificate dated as of May 6, 2008 representing 400 ($10,000)  8.875% Common Securities of Fifth Third Capital Trust VII  (liquidation amount $25 per Common Security). Incorporated by  reference to Registrant’s Current Report on Form 8-K filed with the  Securities and Exchange Commission on May 6, 2008.  4.44  Guarantee Agreement dated as of May 6, 2008 for Fifth Third  Capital Trust VII between Fifth Third Bancorp, as Guarantor, and  Wilmington Trust Company, as Guarantee Trustee. Incorporated by  reference to Registrant’s Registration Statement on Form 8-A filed  with the Securities and Exchange Commission on May 6, 2008.  4.45  Agreement as to Expense and Liabilities, dated as of May 6, 2008  between Fifth Third Bancorp and Fifth Third Capital Trust VII. Incorporated by reference to Registrant’s Current Report on Form  8-K filed with the Securities and Exchange Commission on May 6,  2008.  4.46  Deposit Agreement dated June 25, 2008, between Fifth Third  Bancorp, Wilmington Trust Company, as depositary and conversion  agent and American Stock Transfer and Trust Company, as transfer  agent, and the holders from time to time of the Receipts described  therein. Incorporated by reference to Exhibit 4.3 of the Registrant’s  Current Report on Form 8-K filed with the Securities and Exchange  Commission on June 25, 2008. 4.47  Form of Certificate Representing the 8.50 % Non-Cumulative  Perpetual Convertible Preferred Stock, Series G, of Fifth Third  Bancorp. Incorporated by reference to Exhibit 4.2 of the  Registrant’s Current Report on Form 8-K filed with the Securities  and Exchange Commission on June 25, 2008.  4.48  Form of Depositary Receipt for the 8.50 % Non-Cumulative  Perpetual Convertible Preferred Stock, Series G, of Fifth Third  Bancorp. Incorporated by reference to Exhibit 4.4 of the Registrant’s  Current Report on Form 8-K filed with the Securities and Exchange  Commission on June 25, 2008.  4.49  Warrant to Purchase up to 43,617,747 shares of Common Stock. Incorporated by reference to Exhibit 4.1 of the Registrant’s Current  Report on Form 8-K filed with the Securities and Exchange  Commission on December 31, 2008.  4.50  Supplemental Indenture dated as of January 25, 2011 between Fifth  Third Bancorp and Wilmington Trust Company, as Trustee, to the  Indenture for Senior Debt Securities dated as of April 30, 2008  between Fifth Third and the Trustee. Incorporated by reference to  the Registrant’s Current Report on Form 8-K filed with the  Securities and Exchange Commission on January 25, 2011.   4.51  Global Security dated as of January 25, 2011 representing Fifth  Third Bancorp’s $500,000,000 3.625% Senior Notes due 2016.  Incorporated by reference to the Registrant’s Current Report on  Form 8-K filed with the Securities and Exchange Commission on  January 25, 2011. (3)  10.1  Fifth Third Bancorp Unfunded Deferred Compensation Plan for  Non-Employee Directors. Incorporated by reference to Registrant’s  Annual Report on Form 10-K filed for fiscal year ended December  31, 1985. *  10.2  Fifth Third Bancorp 1990 Stock Option Plan. Incorporated by  reference to Registrant’s filing with the Securities and Exchange  Commission as an exhibit to the Registrant’s Registration Statement  on Form S-8, Registration No. 33-34075. *  10.20 Notice of Grant of Restricted Stock and Award Agreement (for  Directors). Incorporated by reference to Registrant’s Annual  Report on Form 10-K filed for the fiscal year ended December 31,  2004. *  10.19 Notice of Grant of Stock Appreciation Rights and Award  Agreement. Incorporated by reference to Registrant’s Annual  Report on Form 10-K filed for the fiscal year ended December 31,  2004. *  10.18 Notice of Grant of Restricted Stock and Award Agreement (for  Executive Officers). Incorporated by reference to Registrant’s  Annual Report on Form 10-K filed for the fiscal year ended  December 31, 2004. *  10.17 Notice of Grant of Performance Units and Award Agreement. Incorporated by reference to Registrant’s Annual Report on Form  10-K filed for the fiscal year ended December 31, 2004. *  10.16 Old Kent Stock Incentive Plan of 1999. Incorporated by reference  to Old Kent Financial Corporation’s Annual Meeting Proxy  Statement dated March 1, 1999. *  10.15 Old Kent Executive Stock Incentive Plan of 1997, as Amended. Incorporated by reference to Old Kent Financial Corporation’s  Annual Meeting Proxy Statement dated March 1, 1997. *  10.14 Old Kent Stock Option Incentive Plan of 1992, as Amended. Incorporated by reference to the following filings by Old Kent  Financial Corporation with the Securities and Exchange  Commission: Exhibit 10(b) to Form 10-Q for the quarter ended  June 30, 1995; Exhibit 10.20 to Form 8-K filed on March 5, 1997;  Exhibit 10(d) to Form 10-Q for the quarter ended June 30, 1997;  Exhibit 10.3 to Form 8-K filed on March 2, 2000. *  10.13 Old Kent Executive Stock Option Plan of 1986, as Amended. Incorporated by reference to the following filings by Old Kent  Financial Corporation with the Securities and Exchange  Commission: Exhibit 10 to Form 10-Q for the quarter ended  September 30, 1995; Exhibit 10.19 to Form 8-K filed on March 5,  1997; Exhibit 10.3 to Form 8-K filed on March 2, 2000. *  10.12 Amendment No. 1 to Fifth Third Bancorp Stock Option Gain  Deferral Plan. Incorporated by reference to Registrant’s Current  Report on Form 8-K filed with the Securities and Exchange  Commission on May 26, 2006. *  10.11 Fifth Third Bancorp Stock Option Gain Deferral Plan. Incorporated  by reference to Registrant’s Proxy Statement dated February 9,  2001.*  10.10 CNB Bancshares, Inc. 1999 Stock Incentive Plan, 1995 Stock  Incentive Plan, 1992 Stock Incentive Plan and Associate Stock  Option Plan; and Indiana Federal Corporation 1986 Stock Option  and Incentive Plan. Incorporated by reference to Registrant’s filing  with the Securities and Exchange Commission as an exhibit to a  Registration Statement on Form S-4, Registration No. 333-84955  and by reference to CNB Bancshares Annual Report on Form 10-K,  as amended, for the fiscal year ended December 31, 1998. *  10.9  Fifth Third Bancorp Non-qualified Deferred Compensation Plan, as  Amended and Restated. Incorporated by reference to Registrant’s  Annual Report on Form 10-K filed for the fiscal year ended  December 31, 2007. *  10.8  Fifth Third Bancorp 1998 Long-Term Incentive Stock Plan, as  Amended. Incorporated by reference to the Exhibits to Registrant’s  Quarterly Report on Form 10-Q for the quarter ended June 30,  2003.*  10.7  Amended and Restated Fifth Third Bancorp 1993 Stock Purchase  Plan. Incorporated by reference to Registrant’s Annual Report on  Form 10-K filed for the fiscal year ended December 31, 2003. *  10.6  Fifth Third Bancorp Incentive Compensation Plan. Incorporated by  reference to Registrant’s Proxy Statement dated February 19, 2004. *  10.5  Fifth Third Bancorp Master Profit Sharing Plan, as Amended. Incorporated by reference to Registrant’s Annual Report on Form  10-K filed for the fiscal year ended December 31, 2004. *  10.4  Indenture effective November 19, 1992 between Fifth Third  Bancorp, Issuer and NBD Bank, N.A., Trustee. Incorporated by  reference to Registrant’s Current Report on Form 8-K filed with the  Securities and Exchange Commission on November 18, 1992 and  as Exhibit 4.1 to the Registrant’s Registration Statement on Form S- 3, Registration No. 33-54134.  10.3  Fifth Third Bancorp 1987 Stock Option Plan. Incorporated by  reference to Registrant’s filing with the Securities and Exchange  Commission as an exhibit to the Registrant’s Registration Statement  on Form S-8, Registration No. 33-13252. *  Fifth Third Bancorp 141