SECOND SUPPLEMENTAL INDENTURE

between

FIFTH THIRD BANCORP

and

WILMINGTON TRUST COMPANY

Dated as of August 8, 2007

Supplement to Junior Subordinated Indenture,

dated as of March 20, 1997

TABLE OF CONTENTS

SECOND SUPPLEMENTAL INDENTURE

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SECOND SUPPLEMENTAL INDENTURE

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SECOND SUPPLEMENTAL INDENTURE, dated as of August 8, 2007 (the ?Supplemental Indenture?), between FIFTH THIRD BANCORP, an Ohio corporation (the ?Company?), having its principal office at Fifth Third Center, 38 Fountain Square Plaza, Cincinnati, Ohio 45263, and WILMINGTON TRUST COMPANY, as trustee (hereinafter called the ?Trustee?).

RECITALS OF THE COMPANY

The Company and the Trustee entered into the Junior Subordinated Indenture, dated as of March 20, 1997 (the ?Indenture?).

Fifth Third Capital Trust V, a Delaware statutory trust (the ?Trust?), has offered to the public its trust preferred securities known as 7.25% Trust Preferred Securities (the ?Trust Preferred Securities?), which are beneficial interests in the Trust, and proposes to invest the proceeds from such offering, together with the proceeds of the issuance and sale by the Trust to the Company of its common securities (the ?Trust Common Securities? and, together with the Trust Preferred Securities, the ?Trust Securities?), in the JSNs (as defined herein).

Section 9.1 of the Indenture provides that the Company and the Trustee may, without the consent of any Holder, enter into a supplemental indenture to establish the form or terms of securities of any series as permitted by Section 2.1 or 3.1 thereof.

Pursuant to Sections 2.1 and 3.1 of the Indenture, the Company desires to provide for the establishment of a new series of Securities under the Indenture, the form and substance of such Securities and the terms, provisions and conditions thereof to be set forth as provided in the Indenture and this Supplemental Indenture.

The Company has delivered to the Trustee an Opinion of Counsel and an Officers? Certificate pursuant to Section 9.3 of the Indenture to the effect execution of this Supplemental Indenture is authorized or permitted by the Indenture.

The Company has requested that the Trustee execute and deliver this Supplemental Indenture and satisfy all requirements necessary to make this Supplemental Indenture a valid instrument in accordance with its terms, and to make the JSNs, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company and all acts and things necessary have been done and performed to make this Supplemental Indenture enforceable in accordance with its terms, and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the JSNs by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the JSNs, as follows:

ARTICLE I

DEFINITIONS

Section 1.1.      Definitions For all purposes of this Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(a)        Terms defined in the Indenture or the Amended Declaration (as defined herein) have the same meanings when used in this Supplemental Indenture unless otherwise specified herein.

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SECOND SUPPLEMENTAL INDENTURE

(b)        The terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular.

(c)        The words ?herein,? ?hereof? and ?hereunder? and other words of similar import refer to this Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision, and any reference to an Article, Section or other subdivision refers to an Article, Section or other subdivision of this Supplemental Indenture.

(d)        Any reference herein to ?interest? includes any Additional Interest.

?Amended Declaration? means the Amended and Restated Declaration of Trust, dated as of August 8, 2007, among the Company, as sponsor, Wilmington Trust Company, as the Property Trustee and the Delaware Trustee, and the Administrative Trustees.

?Business Combination? means a merger, consolidation, amalgamation or conveyance, transfer or lease of assets substantially as an entirety by one Person to any other Person.

?Capital Treatment Event? means the Company?s reasonable determination that, as a result of the occurrence of any amendment to, or change (including any announced prospective change) in, the laws (or any rules or regulations thereunder) of the United States or any political subdivision thereof or therein, or as a result of any official or administrative pronouncement or action or judicial decision interpreting or applying such laws, rules or regulations, which amendment or change is effective or which pronouncement, action or decision is announced on or after the date of issuance of the Trust Preferred Securities, there is more than an insubstantial risk that the Company will not be entitled to treat an amount equal to the aggregate liquidation amount of the Trust Preferred Securities as ?Tier 1 capital? (or the then equivalent thereof) for purposes of the capital adequacy guidelines of the Federal Reserve, as then in effect and applicable to the Company.

?Calculation Agent? means Wilmington Trust Company, or any other firm appointed by the Company, acting as calculation agent.

?Common Stock? means the common stock of the Company.

?Common Equity Issuance Cap? has the meaning specified in Section 2.7(a).

?Company? has the meaning specified in the Recitals.

?Current Stock Market Price? means, with respect to Common Stock on any date, (i) the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions by the Nasdaq Global Select Market or if Common Stock is not then listed on the Nasdaq Global Select Market, as reported by the principal U.S. securities exchange on which Common Stock is traded or quoted on the relevant date, (ii) if Common Stock is not listed on any U.S. securities exchange on the relevant date the last quoted bid price for Common Stock in the over-the-counter market on the relevant date as reported by the National Quotation Bureau or similar organization, or (iii) if Common Stock is not so quoted the average of the mid-point of the last bid and ask prices for Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

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