0001193125-08-104015 Sample Contracts

AGREEMENT AS TO EXPENSES AND LIABILITIES
Expenses and Liabilities • May 6th, 2008 • Fifth Third Bancorp • State commercial banks • New York

AGREEMENT AS TO EXPENSES AND LIABILITIES, dated as of May 6, 2008, between Fifth Third Bancorp, an Ohio corporation (the “Sponsor”), and Fifth Third Capital Trust VII, a Delaware statutory trust (the “Issuer Trust”).

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Contract
Fifth Third Bancorp • May 6th, 2008 • State commercial banks

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

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