S-8

Registration No. ______________________


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



FIFTH THIRD BANCORP
(Exact name of issuer as specified in its Charter)

Ohio                                                    31-0854434
(State of Incorporation)      (I.R.S. Employer Identification No.)

Fifth Third Center, Cincinnati, Ohio                      45263
(Address of Principal Executive Offices)                 (Zip Code)



Fifth Third Bancorp
Amended and Restated Stock Incentive
Plan for Selected Executive Officers, Employees and Directors of 
The Cumberland Federal Bancorporation, Inc.
(Full title of the Plan)


Michael K. Keating
Secretary
Fifth Third Bancorp
Fifth Third Center
Cincinnati, Ohio 45263
(513) 579-5300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)


Copy To:

S. Richard Arnold, Esq.
Dinsmore & Shohl
1900 Chemed Center
255 East Fifth Street
Cincinnati, Ohio  45202


Approximate date of proposed commencement of sales hereunder:
As soon as practicable after the effective date of this
Registration Statement
CALCULATION OF REGISTRATION FEE

Title of      Amount to be  Proposed   Proposed   Amount of
each class    Registered    Maximum    Maximum    Registration
of securities               Offering   Offering   Fee
to be                       Price Per  Price*
registered                  Share
__________________________________________________________________
[S]           [C]           [C]        [C]         [C]
Common Stock, 177,309       $12.10     $2,145,439  $671
without
par value

[FN]
*  Pursuant to Rule 457(h)(1) of Regulation C, the registration
filing fee and the aggregate offering price shall be computed with
respect to the maximum number of the Registrant's securities
issuable under the plan covered by this Registration Statement and
the basis of the price at which the options may be exercised. 
Accordingly, under the plan registered hereunder, 4,401 shares have
an exercise price of $27.72, 5,502 shares have an exercise price of
$11.59, 4,401 shares have an exercise price of $11.13, 67,462
shares have an exercise price of $9.32, and 95,543 shares have an
exercise price of $13.41 for a maximum number of shares of 177,309
shares and a maximum offering price of $2,145,439.
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Part I of Form S-8 is set forth in a
single document entitled "Prospectus" which constitutes a part of
the Section 10(a) Prospectus to which this Registration Statement
relates but which is not filed herewith.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Fifth Third Bancorp (the "Registrant") hereby states that the
documents listed in (a) through (c) below are incorporated by
reference in this Registration Statement, and further states that
all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and
to be part hereof from the date of filing of such documents.

(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993.

(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since December 31, 1993.

(c) The description of the Registrant's Common Stock contained in
the Registration Statement filed pursuant to Section 12(G) of the
Securities Exchange Act of 1934, which Registration Statement
became effective on or about May 14, 1975.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

The validity of the shares of Common Stock offered hereby will be
passed upon for the Registrant by Dinsmore & Shohl, Cincinnati,
Ohio.  Nolan W. Carson, a partner of Dinsmore & Shohl, is a
director of the Registrant.  As of August 10, 1994, partners of
Dinsmore & Shohl and attorneys employed thereby, together with
their immediate families beneficially owned approximately 34,279
shares of the Registrant's Common Stock.

Item 6. Indemnification of Directors and Officers.

The Registrant's Code of Regulations provides that the Registrant
shall indemnify each director and each officer of the Registrant,
and each person employed by the Registrant who serves at the
written request of the Chairman of the Board of the Registrant as
a director, trustee, or officer of another corporation,
partnership, joint venture, trust, or other enterprise, to the full
extent permitted by Ohio law.  The Code of Regulations also
provides that the Registrant may indemnify assistant officers,
employees and others by action of the Board of Directors to the
extent permitted by Ohio law.

In general, under Section 1701.13(E) of the Ohio Revised Code, an
Ohio corporation is permitted to indemnify its present or former
officers, directors, employees and agents against liabilities and
expenses incurred by such persons in their capacities as such so
long as they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the
corporation, provided that in an action by or in the name of the
corporation, if the person seeking indemnification was adjudged to
be liable for negligence, no indemnification is permitted unless
the court in which the action was brought specifically determines
that such person is fairly and reasonably entitled to
indemnification in view of all the circumstances of the case.  The
statute also provides that an Ohio corporation shall advance
attorney's fees incurred by directors, and may advance such fees
incurred by executive officers, employees, agents and others, prior
to the final outcome of a matter provided the person seeking such
advances undertakes to repay them if it is ultimately determined
that such person is not entitled to indemnification (except in the
case of directors who must undertake to repay such advances only if
it is proved by clear and convincing evidence in a court of
competent jurisdiction that the act or failure to act in question
was undertaken with deliberate intent to cause injury to the
corporation or was undertaken with reckless disregard for the best
interests of the corporation).

In addition, the Registrant has purchased insurance policies which
provide coverage for the acts and omissions of the Registrant's
directors and officers in certain situations.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit No.        Description

5, 23(a)           Opinion of Messrs. Dinsmore & Shohl,
                   counsel

23(b)              Consent of Deloitte & Touche LLP,
                   independent auditors

25                 Power of Attorney                            *

99(a)              Fifth Third Bancorp's Annual Report
                   on Form 10-K for the year ended December
                   31, 1993                                    **

98(b)              Pages 15-36 of Fifth Third Bancorp's
                   1993 Annual Report to Shareholders          **

99(c)              Fifth Third Bancorp's Quarterly Report 
                   on Form 10-Q for the quarter ended 
                   June 30, 1994                               **

99(d)              Fifth Third Bancorp Amended and
                   Restated Stock Incentive Plan for 
                   Selected Executive Officers, Employees
                   and Directors of The Cumberland Federal
                   Bancorporation, Inc.

* Included in signature page
** Incorporated by reference


Item 9. Undertakings

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of
Cincinnati, State of Ohio, on August 25, 1994.

FIFTH THIRD BANCORP



By:/S/ George A. Schaefer, Jr.
George A. Schaefer, Jr.
President and Chief Executive
Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints GEORGE A. SCHAEFER, JR. his
true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and
purposes as he might or could do in person and agent, or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

Principal Executive Officer:


/S/ George A. Schaefer, Jr.  President and        August 25, 1994
George A. Schaefer, Jr.      Chief
                             Executive
                             Officer

/S/ P. Michael Brumm         Senior Vice           August 25, 1994
P. Michael Brumm             President and
                             Chief
                             Financial
                             Officer

Directors of the Company:
/S/ John F. Barrett                              
John F. Barrett                                    August 25, 1994
                                               
Milton C. Boesel, Jr.                              _________, 1994

/S/ Clement L. Buenger
Clement L. Buenger                                 August 25, 1994

/S/ Nolan W. Carson
Nolan W. Carson                                    August 25, 1994

/S/ Thomas L. Dahl
Thomas L. Dahl                                     August 25, 1994

/S/ Gerald V. Dirvin
Gerald V. Dirvin                                   August 25, 1994
                                              
Thomas B. Donnell                                  _________, 1994

/S/ Richard T. Farmer
Richard T. Farmer                                  August 25, 1994

/S/ John D. Geary
John D. Geary                                      August 25, 1994

/S/ Ivan W. Gorr
Ivan W. Gorr                                       August 25, 1994

/S/ Joseph H. Head, Jr.
Joseph H. Head, Jr.                                August 25, 1994

/S/ Joan R. Herschede
Joan R. Herschede                                  August 25, 1994


/S/ William G. Kagler
William G. Kagler                                  August 25, 1994

/S/ William J. Keating
William J. Keating                                 August 25, 1994

/S/ James D. Kiggen
James D. Kiggen                                    August 25, 1994

/S/ Robert B. Morgan
Robert B. Morgan                                   August 25, 1994

/S/ Michael H. Norris
Michael H. Norris                                  August 25, 1994
                                                
Brian H. Rowe                                      _________, 1994

/S/ George A. Schaefer, Jr.
George A. Schaefer, Jr.                            August 25, 1994

/S/ John J. Schiff, Jr.
John J. Schiff, Jr.                                August 25, 1994

/S/ Dennis J. Sullivan, Jr.
Dennis J. Sullivan, Jr.                            August 25, 1994

/S/ Dudley S. Taft
Dudley S. Taft                                     August 25, 1994
INDEX TO EXHIBITS


Exhibit No.        Description                               Page

5, 23(a)           Opinion of Messrs. 
                   Dinsmore & Shohl, counsel

23(b)              Consent of Deloitte & Touche LLP,
                   independent auditors

25                 Power of Attorney                           *

99(a)              Fifth Third Bancorp's Annual Report
                   on Form 10-K for the year ended
                   December 31, 1993                           **

98(b)              Pages 15-36 of Fifth Third Bancorp's 1993
                   Annual Report to Shareholders               **

99(c)              Fifth Third Bancorp's Quarterly Report
                   on Form 10-Q for the quarter ended
                   June 30, 1994                               **

99(d)              Fifth Third Bancorp Amended and Restated
                   Stock Incentive Plan for Selected
                   Executive Officers, Employees and Directors
                   of The Cumberland Federal Bancorporation,
                   Inc.

* Included in signature page
** Incorporated by reference

EX-23.(A)

S. Richard Arnold, Partner  
     (513) 977-8302 


August 25, 1994


Fifth Third Bancorp
Fifth Third Center
Cincinnati, Ohio 45263

Gentlemen:

This opinion is rendered for use in connection with the
Registration Statement on Form S-8 prescribed pursuant to the
Securities Act of 1933, to be filed by Fifth Third Bancorp (the
"Company") with the Securities and Exchange Commission, under which
up to 177,309 additional shares of the Company's Common Stock
without par value ("Common Stock") are to be registered for
issuance pursuant to the Fifth Third Bancorp Amended and Restated
Stock Incentive Plan for Selected Officers, Employees and Directors
and Directors of The Cumberland Federal Bancorporation, Inc. (the
"Plan").

We hereby consent to the filing of this opinion as Exhibits 5 and
23(a) to the Registration Statement and to the reference to our
name in the Registration Statement.

As counsel to the Company, we have examined and are familiar with
originals or copies, certified or otherwise identified to our
satisfaction, of such statutes, documents, corporate records,
certificates of public officials, and other instruments as we have
deemed necessary for the purpose of this opinion, including the
Company's Articles of Incorporation and Code of Regulations and the
record of proceedings of the directors of the Company.

Based upon the foregoing, we are of the opinion that:

A. The Company has been duly incorporated and is validly existing
and in good standing as a corporation under the laws of the State
of Ohio.

B. When the Registration Statement shall have been declared
effective by order of the Securities and Exchange Commission and up
to 177,309 shares of the Common Stock to be issued pursuant to the
Plan shall have been issued upon the terms set forth in the Plan
and as described in the Registration Statement, such shares will be
legally and validly issued and outstanding, fully-paid and
nonassessable.

Very truly yours,

DINSMORE & SHOHL

/S/ S. Richard Arnold

S. Richard Arnold

EX-23.(B)

INDEPENDENT AUDITORS' CONSENT



We consent to the incorporation by reference in this Registration
Statement of Fifth Third Bancorp on Form S-8 of the report of
Deloitte & Touche dated January 14, 1994 (which expresses an
unqualified opinion and includes an explanatory paragraph relating
to a change in the method of accounting for debt and equity
securities), incorporated by reference in the Annual Report on Form
10-K of Fifth Third Bancorp for the year ended December 31, 1993.

/S/ Deloitte & Touche LLP

Deloitte & Touche LLP

August 25, 1994

Cincinnati, Ohio

EX-99.(B)

FIFTH THIRD BANCORP AMENDED AND RESTATED STOCK INCENTIVE PLAN FOR
SELECTED EXECUTIVE OFFICERS, EMPLOYEES AND DIRECTORS OF THE
CUMBERLAND FEDERAL BANCORPORATION, INC.
(Formerly The Cumberland Federal Bancorporation, Inc. Stock
Incentive Plan)

Fifth Third Bancorp, Cincinnati, Ohio ("Fifth Third") and The
Cumberland Federal Bancorporation, Inc., Louisville, Kentucky ("The
Cumberland") entered into an Affiliation Agreement and an Agreement
of Merger, both dated as of January 10, 1994 (such agreements
hereinafter referred to respectively as the "Affiliation Agreement"
and the "Merger Agreement") pursuant to which The Cumberland will
be merged into Fifth Third with Fifth Third as the surviving
corporation (the "Merger").  Under the terms of the Affiliation
Agreement, Fifth Third has agreed to assume The Cumberland's
obligations under The Cumberland Federal Bancorporation, Inc. Stock
Incentive Plan (the plan as assumed by Fifth Third will hereinafter
be referred to as the "Plan") effective as of the date of the
Merger.  The Plan, as assumed by Fifth Third, will apply to certain
executive officers, employees and nonemployee directors of The
Cumberland and The Cumberland's subsidiaries as in existence prior
to the effective time of the Merger who held options to purchase
shares of The Cumberland.  Attached hereto as Exhibit 1 is a list
of the Options outstanding at the effective time of the Merger.

At the effective time of the Merger, in accordance with Article V
of the Affiliation Agreement, each outstanding Option to purchase
The Cumberland Common Stock pursuant to the Plan (the "Options")
shall continue outstanding as an Option to purchase in place of the
purchase of shares of The Cumberland Common Stock the number of
shares (rounded up to the nearest whole share) of Fifth Third
Common Stock that would have been received by the Optionee in the
Merger had the Option been exercised in full (without regard to any
limitations contained therein on exercise) for shares of The
Cumberland Common Stock immediately prior to the effective time,
upon the same terms and conditions under the relevant Option as
were applicable immediately prior to the effective time, except for
appropriate pro rata adjustments to the relevant per share Option
price for shares of Fifth Third Common Stock substituted therefor
so that the aggregate Option exercise price of shares subject to an
Option immediately prior to such assumption remains the same. 
(Capitalized terms used herein shall have the meanings assigned to
them in the Affiliation Agreement and Merger Agreement unless
otherwise defined herein).

The entire text of the Plan following the effective date of the
Merger is as follows:

Section 1. Purpose.  The Plan shall be known as the Fifth Third
Bancorp Amended and Restated Stock Incentive Plan for Selected
Executive Officers, Employees and Directors of The Cumberland
Federal Bancorporation, Inc. (formerly The Cumberland Stock
Incentive Plan) (the "Plan").  The Plan amends and restates The
Cumberland Stock Incentive Plan.  The purpose of the Plan is to
advance the interests of Fifth Third and its shareholders by
affording to certain executive officers, key employees and
nonemployee directors of The Cumberland an opportunity to acquire
or increase their proprietary interest in Fifth Third by the grant
to such officers and directors of Options under the terms set forth
herein.  It is anticipated and intended that Options granted under
this Option Plan will be Nonqualified Stock Options governed by
Section 83 of the Internal Revenue Code of 1986, as amended (the
"Code").

Section 2. Administration.  The Plan shall be administered by a
committee of not less than three directors of Fifth Third, none of
whom is a full-time officer or employee of Fifth Third or any Fifth
Third subsidiary.  The committee members, when acting to administer
the Plan, are referred to as the "Plan Administrators."  The Plan
Administrators shall be appointed by the Board of Directors of
Fifth Third (the "Board") and shall be disinterested persons,
within the meaning of Rule 16b-3 promulgated pursuant to the
provisions of the Securities Exchange Act of 1934.  Any action of
the Plan Administrators shall be taken by majority vote or the
unanimous written consent of the Plan Administrators.

Section 3. Authority of Plan Administrators.  Subject to the other
provisions of the Plan, and with a view to effecting its purpose,
the Plan Administrators shall have sole authority, in their
absolute discretion: (a) to construe and interpret the Plan; (b) to
define the terms used herein; (c) to prescribe, amend, and rescind
rules and regulations relating to the Plan; (d) to determine the
employees to whom Options are granted under the Plan; (e) to
determine the time or times at which employee Options shall be
granted under the Plan; (f) to determine the number of shares
subject to each employee Option, the Option price, and the duration
of each Option granted under the Plan; (g) to determine all of the
other terms and conditions of employee Options granted under the
Plan; and (h) to make all other determinations necessary or
advisable for the administration of the Plan and to do everything
necessary or appropriate to administer the Plan.  All decisions,
determinations, and interpretations made by the Plan Administrators
shall be binding and conclusive on all participants in the Plan and
on their legal representatives, heirs and beneficiaries.  Nothing
in this Section 3 shall be construed to give the Plan
Administrators the authority to select any Plan Administrator as a
person to whom stock may be allocated pursuant to the Plan, or to
determine the number or maximum number of shares of stock which may
be allocated to any Plan Administrator.

Section 4. Maximum Number of Shares Subject to the Plan.  The
maximum aggregate number of shares of Common Stock available
pursuant to the Plan, subject to adjustment as provided in Section
7 hereof, shall be 177,309.  If any of the Options granted under
the Plan expire or terminate for any reason before they have been
exercised in full, the unpurchased shares subject to those expired
or terminated Options shall again be available for the purposes of
the Plan.

Section 5. Eligibility and Participation.  Only officers,
nonemployee directors and regular full-time employees of The
Cumberland as in existence prior to the effective time of the
Merger shall be eligible for selection by the Plan Administrators
to participate in the Plan.  Participants as of the time the Merger
is consummated shall be eligible to participate in the Plan to the
extent that such Participants held outstanding Options under The
Cumberland Stock Incentive Plan as of the effective date of the
Merger.

Section 6. Effective Date and Term of Plan.  The Plan shall be
deemed amended effective as of the close of business on the date
the Merger of The Cumberland with and into Fifth Third is
consummated (the "Effective Date").  All outstanding Options were
originally granted under The Cumberland Stock Incentive Plan. 
After consummation of the Merger, no further Options shall be
granted under the Plan.

Section 7. Adjustments.  If the shares of Common Stock of Fifth
Third as a whole are increased, decreased, changed into, or
exchanged for a different number or kind of shares or securities
through merger, consolidation, combination, exchange of shares,
other reorganization, recapitalization, reclassification, stock
dividend, stock split, or reverse stock split, an appropriate and
proportionate adjustment shall be made in the number and kind of
shares as to which Options may be granted under this Plan.  A
corresponding adjustment changing the number and kind of shares
allocated to unexercised Options or portions thereof, which shall
have been granted prior to any such change (including any to be
granted pursuant to Section 25 of the Plan), shall likewise be
made.  Any such adjustment in outstanding Options shall be made
without change in the aggregate purchase price applicable to the
unexercised portion of the Option, but with a corresponding
adjustment in the price for each share or other unit of any
security covered by the Option. 

Section 8. Termination and Amendment of Plan.  The Plan shall
terminate on January 20, 1997.  Subject to the limitation contained
in Section 9 herein, the Plan Administrators may at any time amend
or revise the terms of the Plan, including the form and substance
of the option agreement to be used hereunder, provided that no
amendment or revision shall (a) increase the maximum aggregate
number of shares that may be sold, appreciated, or distributed
pursuant to Options granted under the Plan, except as permitted
under Section 7 herein; (b) change the minimum purchase price for
shares under Section 17; (c) increase the maximum term established
under the Plan for any Option; or (d) permit the granting of an
Option to anyone other than as provided in Section 5 herein.

Section 9. Prior Rights and Obligations.  No amendment, suspension,
or termination of the Plan shall, without the consent of the
director, officer, or employee who has received an Option alter or
impair any of that director's, officer's, or employee's rights or
obligations under any Option granted under the Plan prior to that
amendment, suspension, or termination.  No amendment, suspension,
or termination of the Plan may be made with respect to Options
granted to non-employee directors, without the approval of Fifth
Third's shareholders.

Section 10. Privileges of Stock Ownership.  Notwithstanding the
exercise of any Option granted pursuant to the terms of the Plan,
no director, officer, or employee shall have any of the rights or
privileges of a shareholder of Fifth Third in respect of any shares
of stock issuable upon the exercise of his Option until
certificates representing the shares have been issued and
delivered.  No shares shall be required to be issued and delivered
upon exercise of any Option unless and until all of the
requirements of law and of all regulatory agencies having juris-
diction over the issuance and delivery of the securities shall have
been fully complied with.

Section 11. Reservation of Shares of Common Stock.  Fifth Third,
during the term of the Plan, will at all times reserve and keep
available such number of shares of its Common Stock as shall be
sufficient to satisfy the requirements of the Plan.  In addition,
Fifth Third will from time to time, as is necessary to accomplish
the purposes of the Plan, seek or obtain from any regulatory agency
having jurisdiction any requisite authority in order to issue and
sell shares of Common Stock hereunder.  The inability of Fifth
Third to obtain from any regulatory agency having jurisdiction the
authority deemed by Fifth Third's counsel to be necessary to the
lawful issuance and sale of any shares of its stock hereunder shall
relieve Fifth Third of any liability in respect of the non-issuance
or sale of the stock as to which the requisite authority shall not
have been obtained.

Section 12. Tax Withholding.  The exercise of any Option under the
Plan is subject to the condition that if at any time the Plan
Administrators shall determine, in their discretion, that the
satisfaction of withholding tax or other withholding liabilities
under any state or federal law is necessary or desirable as a
condition of, or in connection with, such exercise or the delivery
or purchase of shares pursuant thereto, then in such event, the
exercise of the Option shall not be effective unless such
withholding shall have been effected or obtained in a manner
acceptable to Fifth Third.  The Plan Administrators, in their
discretion, may permit the recipient of an Option to settle
required tax withholding obligations by tendering to Fifth Third
shares of the Common Stock valued at the fair market value of the
shares, as determined by the Plan Administrators in accordance with
Section 17 herein on the date the withholding amount is determined.

Section 13. Beneficiaries.  The Plan Administrators, in their
discretion, may allow the recipient (the "Recipient") of any Option
(collectively, the "Benefits") to designate in writing any person
or trust (the "Beneficiary") to receive upon the Recipient's death
such of the Benefits as may be transferred pursuant to the Plan. 
A beneficiary designation may be revoked in writing at any time,
but no new designation or revocation of a beneficiary designation
shall be effective until it is actually received and acknowledged
by Fifth Third. If the Recipient dies before receiving or
exercising any of the Benefits, the remaining Benefits shall be
transferred to the primary Beneficiary if the primary Beneficiary
is then living.  If the primary Beneficiary is not living, the
Benefits shall be transferred to the secondary Beneficiary, if any. 
If neither the primary Beneficiary nor the secondary Beneficiary is
living at the time of the Recipient's death, the Benefits shall be
transferred to the Recipient's estate, and exercisable, if at all,
by his personal representative.   Unless otherwise directed by the
Recipient, multiple Beneficiaries shall share equally.

Section 14. Option Terms and Conditions.  The terms and conditions
of Options granted under the Plan may differ from one another as
the Plan Administrators shall in their discretion determine, as
long as all Options granted under the Plan satisfy the requirements
of the Plan.

Section 15. Allotment of Shares.  Options may be allotted to such
eligible officers and employees, and in such amounts, as the Plan
Administrators in their discretion may from time to time determine.

Section 16. Duration of Options.  Each Option and all rights
thereunder granted pursuant to the terms of the Plan shall expire
on the date determined by the Plan Administrators, but in no event
shall any Option granted  hereunder expire later than ten (10)
years from the date on which such option was granted under The
Cumberland Stock Incentive Plan.  Each Option shall be subject to
early termination as provided in the Plan.

Section 17. Purchase Price.  The purchase price for shares acquired
pursuant to the exercise, in whole or in part, of any Option shall
not be less than the fair market value of the shares at the time of
the grant of the Option by The Cumberland, as adjusted pursuant to
the Affiliation Agreement.  Fair market value shall be determined
by the Plan Administrators on the basis of such factors as they
deem appropriate; provided, however, that if at the time the
determination of fair market value is made, those shares are
admitted to trading on a national securities exchange for which
sales prices are regularly reported, the fair market value of those
shares shall not be less than the mean of the high and low asked or
closing sales prices reported for the Common Stock on that exchange
on the day or most recent trading day preceding the date on which
the Option is granted.  For purposes of this Section 17, the term
"national securities exchange" shall include the National
Association of Securities Dealers Automated Quotation System and
the over-the-counter market.

Section 18. Exercise of Options.  Each Option is immediately exer-
cisable in one or more installments during its term.  No Options
may be exercised for a fraction of a share of Common Stock.  The
purchase price of any shares purchased shall be paid in full in
cash, by certified or cashier's check payable to the order of Fifth
Third, by transfer of shares of Common Stock (if permitted by the
Plan Administrators), or by a combination of cash, check, or shares
of Common Stock, at the time of exercise of the Option.  If any
portion of the purchase price is paid in shares of Common Stock,
those shares shall be tendered at their then fair market value as
determined by the Plan Administrators in accordance with Section 17
hereof.  

Section 19. Written Notice Required.  Any Option granted pursuant
to the terms of the Plan shall be exercised when written notice of
that exercise has been given to Fifth Third at its principal office
by the person entitled to exercise the Option, and full payment for
the shares with respect to which the Option is exercised has been
received by Fifth Third.

Section 20. Compliance with Securities Laws.  Shares shall not be
issued with respect to any Option granted under the Plan unless the
exercise of that Option and the issuance and delivery of the shares
pursuant thereto shall comply with all relevant provisions of state
and federal law, including, without limitation, the Securities Act
of 1933, as amended, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which
the shares may then be listed, and shall be further subject to the
approval of counsel for Fifth Third with respect to such
compliance.  The Plan Administrators may also require a director,
officer, or employee to whom an Option has been granted (the
"Optionee") to furnish evidence satisfactory to Fifth Third,
including a written and signed representation letter and consent to
be bound by any transfer restrictions imposed by law, legend,
condition, or otherwise, that the shares are being purchased only
for investment purposes and without any present intention to sell
or distribute the shares in violation of any state or federal law,
rule, or regulation.  Further, each Optionee shall consent to the
imposition of a legend on the shares of Common Stock subject to his
Option restricting their transferability as required by law or by
this Section 20.

Section 21. Employment of the Optionee.  Nothing in the Plan or in
any Option granted hereunder shall confer upon any Optionee any
right to continued employment by Fifth Third or any of its
subsidiaries, or limit in any way the right of Fifth Third or any
subsidiary at any time to terminate or alter the terms of that
employment.  

Section 22. Option Rights Upon Termination of Employment.  When any
Optionee under the Plan no longer serves as an officer and employee
for Fifth Third or any of its affiliates or subsidiaries for any
reason other than death, his Option  shall immediately terminate;
provided, however, that the Plan Administrators in their discretion
may allow the Option to be exercised, to the extent exercisable on
the date of termination of employment, at any time within three
years after the date of termination of employment, unless either
the Option or the Plan otherwise provides for earlier termination. 

Section 23. Option Rights Upon Death of Optionee.  Except as
otherwise limited by the Plan Administrators or the Plan at the
time of the grant of an Option, if an Optionee dies while in
service as a director, officer, or employee of Fifth Third or any
of its subsidiaries, his Option shall expire one year after the
date of death unless by its terms it expires sooner.  During this
one year or shorter period the Option may be exercised, to the
extent that it remains unexercised on the date of death, by the
person or persons designated pursuant to Section 13 of the Plan or,
in the absence of any such designation, by the person or persons to
whom the Optionee's rights under the Option shall pass by will or
by the laws of descent and distribution, but only to the extent
that the Optionee is entitled to exercise the Option at the date of
death.

Section 24. Options Not Transferable.  Options granted pursuant to
the terms of the Plan may not be sold, pledged, assigned, or
transferred in any manner otherwise than by designation pursuant to
Section 13 of the Plan, by will, or by the laws of descent or
distribution and may be exercised during the lifetime of an
Optionee only by the Optionee.

Section 25. Grant of Director Options.  As assumed by The
Cumberland, The Cumberland Federal Savings Bank granted to Albert
E. Dix, George E. Dudley, John C. Everett, Dale H. Fisher, Donald
W. Giffen, William W. Hancock, Jr., Eugene V. Petrik, and Bosworth
M. Todd, Jr. (the "Director Optionees") nonqualified Options to
purchase at the time of the grant an aggregate of 32,585 shares of
common stock adjusted in accordance with Section 7 of the Plan to
be divided equally among them, at an initial grant price of $10.25
per share.  Options to the Director Optionees were granted
effective as of September 29, 1987, the date the Plan was approved
by The Cumberland Federal Reserve Bank's shareholders, and will
terminate and expire, to the extent not previously exercised, ten
years after the effective date of that Plan.  Notwithstanding the
preceding sentence, when a Director Optionee no longer serves on
the Board of Directors for Fifth Third or any Fifth Third affiliate
or subsidiary for any reason other than death, his Option shall
terminate completely at the end of 18 months after such termination
and may be exercised during those 18 months only to the extent the
Director Optionee was entitled to exercise the same immediately
prior to such termination.  If a Director Optionee's service on the
Board of Directors of Fifth Third or a Fifth Third affiliate or
subsidiary terminates by reason of his death, the provisions of
Section 23 of this Plan shall control.  Unless otherwise provided
in this Section 25 or prohibited by Rule 16b-3 under the Securities
Exchange Act of 1934, the provisions of Sections 7, 18, 19, 20, 23
and 24 of the Plan shall apply to the grant of Options to the
Director Optionees.

Each former director of The Cumberland who was not an employee of
The Cumberland or its subsidiaries and as of April 27, 1993 had not
previously received any options under the Plan (the "New Director
Optionee") received a one-time grant of 4,000 options upon the
later to occur of April 27, 1993 or first election as a director of
The Cumberland.  The purchase price of shares acquired pursuant to
the exercise, in whole or in part, of any Option is equal to the
closing sale price for the Common Stock on the national securities
exchange on which the shares are admitted for trading on the date
on which the Option was granted, or if no sales were reported on
that date, then on the next preceding trading date for which a sale
was reported.  For purposes of this Section 25, the term "national
securities exchange" shall include the National Association of
Securities Dealers Automated Quotation System and the over-the-
counter market.  The Options will terminate and expire, to the
extent not previously exercised, ten years after the date of grant. 
Notwithstanding the preceding sentence, if the New Director
Optionee no longer serves on the Board of Directors of Fifth Third
or any Fifth Third affiliate of subsidiary for any reason other
than death, his Option shall terminate completely at the end of 18
months after such termination and may be exercised during those 18
months.  If the New Director Optionee's service on the Board of
Directors of Fifth Third or a Fifth Third affiliate or subsidiary
terminates by reason of his death, the provisions of Section 23 of
this Plan shall control.  Unless otherwise provided in this Section
25 or prohibited by Rule 16b-3 under the Securities Exchange Act of
1934, the provisions of Sections 7, 18, 19, 20, 23, and 24 of this
Plan shall apply to the grant of Options to the New Director
Optionees.  All options to be granted to the New Director Optionees
shall be adjusted as described in Section 7 of the Plan.  The
provisions of this Section 25 shall not be amended more than once
every six months, other than to comport with changes in the
Internal Revenue Code, the Employee Retirement Income Security Act,
or the Rules thereunder.

Section 26. Indemnification of Plan Administrators.  To the full
extent permitted by state and federal law, no Plan Administrator
shall be liable, and Fifth Third shall indemnify each Plan
Administrator, for any act or omission with respect to his services
as a Plan Administrator.  All services performed as a Plan
Administrator shall constitute services performed as a Director of
Fifth Third so that each Plan Administrator shall be entitled to
indemnification and reimbursement for his services as a Plan
Administrator to the same extent as for services as a Director of
Fifth Third.

Section 27. Governing Law.  The Plan shall be governed by the laws
of Kentucky, regardless of the law that might otherwise govern
under applicable Kentucky principles of conflicts of laws. 

EXHIBIT 1

Outstanding Options at Effective
Date of Merger

Name             Prior No.     Exercise      No. of        Exercise
                 of Out-       Price         Outstanding   Price
                 standing                    Options to
                 Options to                  Purchase
                 Purchase The                Fifth Third
                 Cumberland                  Common Stock
                 Common Stock                Under the
                                             Plan

H. David Hale    24,500        10.25         26,957          9.32
                 35,000        14.75         38,509         13.41

P. Norris
Shockley, Jr.    12,250        10.25         13,479          9.32
                 10,000        14.75         11,003         13.41

Robert C.
Pearson          12,250        10.25         13,479          9.32
                 10,000        14.75         11,003         13.41

John T. Doyle    5,000         12.75         5,502          11.59

Kenneth D.
Parrot           4,165         10.25         4,583           9.32
                 5,835         14.75         6,420          13.41

Paul J. Bacher   6,000         14.75         6,602          13.41

Mary L. Renn     6,000         14.75         6,602          13.41

Michael A.
Ringswald        6,000         14.75         6,602          13.41

Karl G.
Bergklint        4,000         14.75         4,401          13.41

Cathy S. Zion    4,000         14.75         4,401          13.41

Jeffry B. Kosse  4,000         12.25         4,401          11.13

Albert E. Dix    4,073         10.25         4,482           9.32

John C. Everett  4,073         10.25         4,482           9.32

John S.
Greenebaum       4,000         30.50         4,401          27.72