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Exhibit 4.2
AMENDMENT NO. 1 TO
GUARANTEE AGREEMENT
T HIS A
MENDMENT N O . 1
TO G UARANTEE A
GREEMENT , dated as of August 16, 2007,
between F IFTH T HIRD B
ANCORP , an Ohio corporation (the “
Guarantor ”), having its principal office at 38
Fountain Square Plaza, Cincinnati, Ohio 45263, and W
ILMINGTON T RUST C
OMPANY , as trustee (the “ Guarantee
Trustee ”), for the benefit of the Holders (as defined
herein) from time to time of the Preferred Securities (as defined
herein) of F IFTH T HIRD C
APITAL T RUST V , a Delaware
statutory trust (the “ Issuer Trust
”).
WHEREAS, on August 8,
2007 the Guarantor entered into a Guarantee Agreement (the “
Guarantee Agreement ”) under which it irrevocably and
unconditionally agreed, to the extent set forth therein, to pay to
the Holders the Guarantee Payments and to make certain other
payments on the terms and conditions set forth therein.
WHEREAS, as of this date, the
Issuer Trust is issuing $75,000,000 additional Liquidation Amount
of 7.25% Trust Preferred Securities (the “ Additional
Preferred Securities ”) representing undivided beneficial
interests in the assets of the Issue
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