0001193125-08-092301 Sample Contracts

GUARANTEE AGREEMENT by and between FIFTH THIRD BANCORP as Guarantor and WILMINGTON TRUST COMPANY as Guarantee Trustee relating to FIFTH THIRD CAPITAL TRUST VII Dated as of April •, 2008

Guarantee Agreement • April 28th, 2008 • Fifth Third Capital Trust Iv • State commercial banks • New York

• Contract Type
  Guarantee Agreement
• Filed
  April 28th, 2008
• Company
  Fifth Third Capital Trust Iv
• Industry
  State commercial banks
• Jurisdiction
  New York

* This Cross-Reference Table does not constitute part of the Guarantee Agreement and shall not affect the interpretation of any of its terms or provisions.

DECLARATION OF TRUST OF FIFTH THIRD CAPITAL TRUST XI

Declaration of Trust • April 28th, 2008 • Fifth Third Capital Trust Iv • State commercial banks

• Contract Type
  Declaration of Trust
• Filed
  April 28th, 2008
• Company
  Fifth Third Capital Trust Iv
• Industry
  State commercial banks

THIS DECLARATION OF TRUST is made as of March 7, 2008 (the “Declaration”), by and between Fifth Third Bancorp, an Ohio corporation, as sponsor (the “Sponsor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Trustee”). The Sponsor and the Trustee hereby agree as follows: