0001193125-08-262314 Sample Contracts

EXECUTIVE AGREEMENT
Executive Agreement • December 31st, 2008 • Fifth Third Bancorp • State commercial banks • Ohio

THIS AGREEMENT between FIFTH THIRD BANCORP, an Ohio Corporation, and its Subsidiaries (individually and collectively, the “Company”) and (the “Executive”), effective as of .

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December 4, 2008
Securities Purchase Agreement • December 31st, 2008 • Fifth Third Bancorp • State commercial banks

Fifth Third Bancorp (the “Company”) anticipates entering into a Securities Purchase Agreement (the “Participation Agreement”), with the United States Department of Treasury (“Treasury”) that provides for the Company’s participation in the Treasury’s TARP Capital Purchase Program (the “CPP”). If the Company does not participate or ceases at any time to participate in the CPP, this letter shall be of no further force and effect.

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