8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 16, 2007

FIFTH THIRD BANCORP

(Exact Name of Registrant as Specified in Its Charter)

OHIO

(State or Other Jurisdiction of Incorporation)

0-8076	31-0854434
(Commission File Number)	(IRS Employer Identification No.)

Fifth Third Center 38 Fountain Square Plaza, Cincinnati, Ohio	45263
(Address of Principal Executive Offices)	(Zip Code)

(513) 534-5300

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

This amendment to the Current Report on Form 8-K of Fifth Third Bancorp filed on the morning of August 16, 2007 is being provided solely for the purpose of correcting the following:

Exhibit 99.1

• The original press release indicates that the expected dilutive impact to Fifth Third’s 2008 earnings per share is approximately two percent; the expected dilutive impact to 2008 earnings per share is instead approximately one percent. The expected dilutive impact to earnings per share of $0.03 is presented accurately in Exhibit 99.2 to the original 8-K filing.

• The original press release indicates that the core deposit premium of the transaction is approximately 32%; the core deposit premium is instead approximately 27%.

Exhibit 99.2

• In the slide entitled “Attractive transaction comparables,” the core deposit premium of the transaction is approximately 32.2%. The core deposit premium is instead 26.9%.

• In the slide entitled “EPS accretive transaction,” footnote 3 indicates that the calculations assume a total core deposit base of $2.3 billion; the actual assumption used was $2.7 billion. This does not affect any other calculations in the presentation (notably the intangibles amortization calculation, which used $2.7 billion of core deposits).

Item 9.01 Financial Statements and Exhibits

(c) Exhibits:

99.1	Press release dated August 16, 2007, as amended
99.2	Website presentation dated August 16, 2007, as amended

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FIFTH THIRD BANCORP (Registrant)
August 17, 2007	/s/ Christopher G. Marshall
	Christopher G. Marshall Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

		News Release
CONTACT:	Jeff Richardson (Analysts)	FOR IMMEDIATE RELEASE
	(513) 534-0983	August 16, 2007
	Debra DeCourcy, APR (Media)
	(513) 534-4153
	Stacie Hicks, (Media) First Charter
	(704) 688-4557

FIFTH THIRD TO ENTER NORTH CAROLINA AND ATLANTA MARKETS WITH ACQUISITION

OF FIRST CHARTER

Provides #4 share in Charlotte metro market

Cincinnati, OH – Fifth Third Bancorp (NASDAQ: FITB) and First Charter Corporation (FCTR) have signed a definitive agreement under which Fifth Third will acquire Charlotte-based First Charter, which operates 57 branches in North Carolina and 2 in suburban Atlanta. This combination provides Fifth Third Bank an entrance into the thriving Charlotte metropolitan market, and adds to its small presence in Georgia, which it would acquire with its pending R-G Crown Bank transaction announced in May.

Terms of the agreement call for Fifth Third Bancorp to pay $31.00 per First Charter share, or $1.09 billion. Consideration would be paid in the form of 70% Fifth Third common stock and 30% cash.

“This furthers our penetration into fast-growing Southeastern metropolitan markets at a reasonable price,” said Kevin Kabat, President and CEO of Fifth Third Bancorp. “The addition of First Charter provides us with an entry into the attractive North Carolina market and further diversifies our footprint into new, higher growth markets. First Charter is a very high-quality company, with a banking model that emphasizes the strength of local decision-making. This fits perfectly with our affiliate model, and I’m excited to welcome First Charter associates to our team.”

Bob James, President and Chief Executive Officer of First Charter, noted, “We are very pleased to have chosen Fifth Third as our strategic partner. Given their commitment to customer service and integration capabilities, we expect a seamless transition for our customers.” James also noted “First Charter customers will benefit significantly from the transaction by becoming part of a financial organization which offers a variety of additional products and services. We believe this combination is a great result for our shareholders, customers and employees, and look forward to becoming part of the Fifth Third team.” James will join Fifth Third as President of the Charlotte affiliate.

With the acquisition of First Charter, Fifth Third Bank will add approximately $4.9 billion in assets and $3.2 billion in deposits. In the Charlotte MSA, Fifth Third will have $2.2 billion in deposits, giving it a 4th FDIC deposit market share, and in Atlanta, Fifth Third adds $366 million in deposits. Fifth Third also gains significant shares in smaller urban markets in the Charlotte region. Fifth Third will have 57 retail locations and 134 ATMs in North Carolina, as well as 5 retail locations and 6 ATMs in Georgia including R-G Crown locations.

“First Charter expands our presence in the Southeast, where we have focused recent acquisition and de novo efforts. Given that First Charter represents a new market for Fifth Third, we do not expect consolidation activity,” said Kabat. “We have long had our eye on the Carolinas, and Charlotte is a terrific new market for us. We also add a presence in Atlanta, which enhances our positioning in Georgia when combined with our Augusta presence. We would expect to build upon these positions in each state with additional acquisitions and de novo activity over time. First Charter will become a new Fifth Third affiliate, based in Charlotte, which bridges our historical footprint in the Midwest to our significant presence in Florida. We expect significant

productivity enhancements as we integrate First Charter into our existing infrastructure and extend the Fifth Third product set to First Charter employees and customers. Based on our talks over the past months with Bob James, and our interactions with First Charter’s management team, we are very excited to bring these talented and experienced professionals into the Fifth Third family.”

The transaction, anticipated to close in the first quarter of 2008, is expected to be dilutive to 2008 earnings per share by approximately one percent, to be relatively neutral to 2009 earnings per share, and to be modestly accretive to 2009 earnings per share excluding amortization of intangibles. The transaction is expected to provide an internal rate of return of 14 percent for Fifth Third shareholders. The purchase price for First Charter represents a multiple of approximately 2.4x First Charter’s book value and 3.0x tangible book value, and a core deposit premium of approximately 27%.

Fifth Third Bank expects the merger to generate $35 million pre-tax annual expense reductions ($22 million after tax), phased in over two years. Fifth Third expects to incur merger-related one-time charges of up to $61 million pre-tax ($39 million after tax), related to staff training, retention and severance; real estate; systems integration; and other miscellaneous accruals.

Fifth Third Bank expects to continue to target a 6.5% tangible common equity ratio following the closing of he transaction. The transaction is not expected to significantly affect Fifth Third’s share repurchase plans, except during customary blackout periods related to the transaction proxy period.

First Charter was advised by the law firm of Helms Mulliss & Wicker, PLLC and the investment bank Keefe, Bruyette & Woods. Fifth Third was advised by Hugh L. McColl, Jr. of McColl Partners and Goldman Sachs & Co.

A presentation describing this transaction is available at www.53.com under the Investor Relations page.

About Fifth Third Bancorp:

Fifth Third Bancorp (Nasdaq: FITB) is a diversified financial services company headquartered in Cincinnati, Ohio. The Company has $101 billion in assets, operates 18 affiliates with 1,171 full-service Banking Centers, including 105 Bank Mart(R) locations open seven days a week inside select grocery stores and 2,146 Jeanie(R) ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Pennsylvania and Missouri. Fifth Third operates five main businesses: Commercial Banking, Branch Banking, Consumer Lending, Investment Advisors and Fifth Third Processing Solutions. Fifth Third is among the largest money managers in the Midwest and, as of June 30, 2007, has $232 billion in assets under care, of which it managed $34 billion for individuals, corporations and not-for-profit organizations. Investor information and press releases can be viewed at http://www.53.com. Fifth Third’s common stock is traded through the NASDAQ(R) National Global Select Market System under the symbol “FITB.”

About First Charter:

First Charter Corporation (NASDAQ: FCTR), headquartered in Charlotte, North Carolina, is a regional financial services company with assets of $4.9 billion and is the holding company for First Charter Bank. First Charter operates 59 full-service financial centers, four insurance offices, and 137 ATMs in North Carolina and Georgia, and also operates loan origination offices in Asheville, North Carolina and Reston, Virginia. First Charter provides businesses and individuals with a broad range of financial services, including banking, financial planning, wealth management, investments, insurance, and mortgages.

Forward-Looking Statements

This press release may contain forward-looking statements about Fifth Third Bancorp and/or the company as combined acquired entities within the meaning of Sections 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, that involve inherent risks and uncertainties. This press release may contain certain forward-looking statements with respect to the financial condition, results of operations, plans, objectives, future performance and business of Fifth Third Bancorp and/or the combined company including statements preceded by, followed by or that include the words or phrases such as “believes,” “expects,” “anticipates,” “plans,” “trend,” “objective,” “continue,” “remain” or similar expressions or future or

2

conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may” or similar expressions. There are a number of important factors that could cause future results to differ materially from historical performance and these forward-looking statements. Factors that might cause such a difference include, but are not limited to: (1) general economic conditions, either national or in the states in which Fifth Third, one or more acquired entities and/or the combined company do business, are less favorable than expected; (2) political developments, wars or other hostilities may disrupt or increase volatility in securities markets or other economic conditions; (3) changes in the interest rate environment reduce interest margins; (4) prepayment speeds, loan origination and sale volumes, charge-offs and loan loss provisions; (5) our ability to maintain required capital levels and adequate sources of funding and liquidity; (6) changes and trends in capital markets; (7) competitive pressures among depository institutions increase significantly; (8) effects of critical accounting policies and judgments; (9) changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies; (10) legislative or regulatory changes or actions, or significant litigation, adversely affect Fifth Third, one or more acquired entities and/or the combined company or the businesses in which Fifth Third, one or more acquired entities and/or the combined company are engaged; (11) ability to maintain favorable ratings from rating agencies; (12) fluctuation of Fifth Third’s stock price; (13) ability to attract and retain key personnel; (14) ability to receive dividends from its subsidiaries; (15) potentially dilutive effect of future acquisitions on current shareholders’ ownership of Fifth Third; (16) effects of accounting or financial results of one or more acquired entity; (17) difficulties in combining the operations of acquired entities; (18) ability to secure confidential information through the use of computer systems and telecommunications network; and (19) the impact of reputational risk created by these developments on such matters as business generation and retention, funding and liquidity. Additional information concerning factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements is available in Fifth Third’s Annual Report on Form 10-K for the year ended December 31, 2006, filed with the United States Securities and Exchange Commission (SEC), as amended. Copies of this filing are available at no cost on the SEC’s Web site at www.sec.gov or on Fifth Third’s web site at www.53.com. Fifth Third undertakes no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this press release.

This press release also contains statements about First Charter, a proposed merger of First Charter with or into Fifth Third and a distribution to First Charter’s shareholders of either cash, Fifth Third common stock or a combination thereof. These statements are not historical facts and are considered forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based upon current expectations, forecasts and assumptions that are subject to risks, uncertainties and other factors that could cause actual outcomes and results to differ materially from those indicated by these forward-looking statements. These risks, uncertainties and other factors include, but are not limited to: the satisfaction of the closing conditions in the merger agreement, including the receipt of shareholder and regulatory approvals; the risk that the merger will not close; the risk that customer and employee relationships may be disrupted by the merger, or in the event the merger does not close; the reactions of First Charter’s customers to the merger; possible changes in economic and business conditions and other risks detailed from time to time in First Charter’s reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2006. First Charter does not undertake any obligation to update these forward-looking statements.

Where You Can Additional Information About The Merger

The proposed Merger will be submitted to First Charter’s shareholders for consideration. Fifth Third will file a Form S-4 Registration Statement, First Charter will file a Proxy Statement and both companies will file other relevant documents regarding the Merger with the Securities and Exchange Commission (the “SEC”). First Charter will mail the Proxy Statement/Prospectus to its shareholders. These documents, and any applicable amendments or supplements, will contain important information about the Merger, and Fifth Third and First Charter urge you to read these documents when they become available.

You may obtain copies of all documents filed with the SEC regarding the Merger, free of charge, at the SEC’s website (www.sec.gov). You may also obtain these documents free of charge from Fifth Third’s website (www.53.com) under the heading “About Fifth Third” and then under the heading “Media and Investors-Investor Relations” and then under the item “SEC Filings.” You may also obtain these documents, free of charge, from First Charter’s website (www.FirstCharter.com) under the section “About First Charter” and then under the heading “Investor Relations” and then under the item “Financial Reports / SEC Filings.”

Participants in The Merger

Fifth Third and First Charter and their respective directors and executive officers may be deemed participants in the solicitation of proxies from First Charter’s shareholders in connection with the Merger. Information about the directors and executive officers of Fifth Third and First Charter and information about other persons who may be deemed participants in the Merger will be included in the Proxy Statement/Prospectus. You can find information about Fifth Third’s executive officers and directors in its definitive proxy statement filed with the SEC on March 9, 2007. You can find information about First Charter’s executive officers and directors in its definitive proxy statement filed with the SEC on March 25, 2007. You can obtain free copies of these documents from the websites of Fifth Third, First Charter or the SEC.

# # #

3

EX-99.2

Fifth Third Bank | All Rights Reserved

Acquisition of First Charter

August 16, 2007

Exhibit 99.2

2

Fifth Third Bank | All Rights Reserved

Transaction summary

Description

Fifth Third Bancorp’s acquisition of First Charter

Corporation (NC)

Consideration

$1.09 billion (70% FITB stock; 30% cash)

Expected divestitures

None

Timing

Expected closing 1Q08

Required approvals

Standard regulatory approvals

Approved by Fifth Third, First Charter boards

Due diligence

Conducted August 2007

Other

3% break-up fee

3

Fifth Third Bank | All Rights Reserved

Expanding the Fifth Third Franchise

Manageable

risks

Entry into the Charlotte, Raleigh-Durham and Atlanta markets

–

Immediate presence in Charlotte, ranking 4th in deposit market share

–

5 branches in Raleigh serve as a base for future growth

Opportunity to develop Georgia presence

Helps connect Fifth Third’s Midwest and Florida operations

Achievable cost savings, earnings growth assumptions

No assumption for revenue synergies, though opportunity present

Price/earnings ratio, price/book ratio, price/tangible book ratio

considerably lower than comparable deals

Maintaining target TCE/TA ratio of 6.5%

Strong credit history

–

Recent Penland

situation an isolated situation, reserves adequate

–

Remaining portfolio continues to perform relatively well

Previous financial reporting issues solved and behind the company

Transaction

highlights

Financial

discipline

4

Fifth Third Bank | All Rights Reserved

First Charter

First Charter founded in 1888

Acquired several large banks in the mid-to-late 1990’s, including

Home Federal in 1998 and Carolina First Bancshares in 2000. Last

significant purchase was GBC Bancorp in 2006.

Very attractive demographics

—

59 branch network (34 in Charlotte MSA, 5 in Raleigh MSA, 2 in Atlanta

MSA)

—

Generates high scores in FITB branch scoring model

—

Weighted average projected population growth of 14% in footprint

—

Weighted average projected household income growth of 18%

5

Fifth Third Bank | All Rights Reserved

MSA

Market

Rank

Number 

of      

Branches

Company  

Deposits  

in Market  

($000)

Deposit

Market

Share 

(%)

Percent of

National 

Franchise

(%)

Total       

Population  

2007        

(Actual)

Population

Change  

2000-2007

(%)

Projected 

Population

Change  

2007-2012

(%)

Median 

HH     

Income 

2007   

($)

HH     

Income 

Change 

2000-2007

(%)

Projected 

HH Income

Change  

2007-2012

(%)

Charlotte-Gastonia-Concord, NC-SC

4

34

2,229,037

2.37

66.87

1,621,635

21.89

15.27

60,735

29.00

18.51

Atlanta-Sandy Springs-Marietta, GA

26

2

366,399

0.34

10.99

5,322,915

25.30

15.85

67,092

29.88

19.37

Lincolnton, NC

1

5

183,305

20.84

5.50

73,688

15.53

9.63

49,819

19.59

11.84

Statesville-Mooresville, NC

5

3

138,675

7.24

4.16

149,877

22.19

14.47

52,663

25.48

16.39

Shelby, NC

5

3

84,777

7.24

2.54

99,965

3.82

2.33

42,642

20.82

13.00

Forest City, NC

5

2

65,810

9.35

1.97

65,027

3.38

1.89

37,456

20.02

12.85

Salisbury, NC

9

1

34,385

2.47

1.03

136,558

4.77

2.59

45,881

22.22

13.89

Raleigh-Cary, NC

18

5

30,019

0.21

0.90

1,023,620

28.42

19.40

66,885

29.84

18.93

Asheville, NC

17

1

24,349

0.40

0.73

407,274

10.32

6.75

45,408

25.01

15.09

Brevard, NC

7

1

19,333

3.60

0.58

30,960

5.54

3.91

48,589

25.45

14.94

Counties not in any MSA

Ashe, North Carolina

4

2

71,352

13.71

2.14

26,624

9.19

5.54

34,858

21.03

12.96

Alleghany, North Carolina

2

1

38,209

19.62

1.15

11,275

5.60

3.65

35,857

23.33

14.60

McDowell, North Carolina

7

2

29,046

9.00

0.87

44,641

5.91

3.36

39,524

21.90

12.50

Avery, North Carolina

5

1

18,481

8.14

0.55

18,224

6.16

2.74

36,738

20.01

12.96

MSA + Counties not in any MSA totals:

63

3,333,177

100.00

9,032,283

Weighted Average: MSA + Counties not in any MSA

20.12

13.66

58,141

27.59

17.56

Aggregate: National

306,348,230

8.86

6.26

53,154

26.06

17.59

First Charter: superior market demographics

1

SNL branch count includes four deposit-taking LPOs.

6

Fifth Third Bank | All Rights Reserved

Concentration in

Charlotte MSA

—

Scarcity value

as largest

community

bank

—

Attractive

demographics

and rational

competitors

2 branches in

Atlanta

Bridges Fifth Third’s Midwestern and

Southeastern operations

7

Fifth Third Bank | All Rights Reserved

Deal

Cash /

Price / Book

Price / EPS

Prem

/

Buyer

Seller

Announced

Value

Stock

Stated

Tangible

LTM

Core Dep.

United Community

Gwinnett Commercial

5-Feb-07

$

220

15% / 85%

3.17

x

3.77

x

20.2

x

36.3

%

United

Premier Community

26-Jan-07

200

NA

2.70

x

3.64

x

23.5

24.9

Colonial

Commercial

23-Jan-07

317

52% / 48%

3.32

x

3.32

x

24.7

42.5

BB&T

Coastal

20-Dec-06

395

0% / 100%

3.28

x

3.28

x

20.1

35.5

Marshall & Ilsley

United Heritage

1-Dec-06

216

0% / 100%

3.05

x

3.10

x

27.8

37.6

Royal Bank of Canada

FLAG

9-Aug-06

457

100% / 0%

2.04

x

4.47

x

22.4

34.9

National City

Fidelity

26-Jul-06

1,038

51% / 49%

3.42

x

3.68

x

30.5

NA

National City

Harbor Florida

10-Jul-06

1,104

0% / 100%

3.21

x

3.24

x

21.8

47.7

BB&T

Main Street

14-Dec-05

621

0% / 100%

2.09

x

3.22

x

20.0

31.4

Boston Private Financial

Gibraltar

18-Apr-05

242

54% / 46%

3.67

x

3.70

x

24.8

146.8

Mercantile

Community Bank of N. Virginia

24-Jan-05

211

40% / 60%

3.41

x

3.43

x

23.0

28.6

Colonial

FFLC

14-Jan-05

225

36% / 64%

2.60

x

2.60

x

22.2

24.6

Colonial

Union Bank of Florida

27-Sep-04

233

75% / 25%

3.07

x

3.07

x

26.8

30.5

Fifth Third

First Natl

Bkshs

of FL

2-Aug-04

1,530

0% / 100%

2.63

x

NA

42.1

54.6

First Natl

Bkshs

of FL

Southern Community

19-Mar-04

290

0% / 100%

4.05

x

4.11

x

44.3

30.1

BB&T

Republic

1-Dec-03

433

0% / 100%

2.02

x

2.19

x

44.3

12.6

Provident

Southern

3-Nov-03

334

25% / 75%

3.13

x

3.74

x

23.1

89.1

Arvest

Superior

16-May-03

211

100% / 0%

1.48

x

2.56

x

13.1

12.5

Fifth Third

Franklin

23-Jul-02

293

0% / 100%

5.07

x

5.07

x

23.1

43.4

BB&T

Regional

22-May-02

275

0% / 100%

2.68

x

2.72

x

18.5

24.0

Median

3.10

x

3.32

x

23.1x

34.9

%

First Charter

1,090

2.41

2.97

22.6

26.9

Attractive transaction comparables

Southeastern Transactions: $200 million -

$2 billion

8

Fifth Third Bank | All Rights Reserved

Financial assumptions

6.5% for combined company

Target TCE/TA Ratio

Determined at close

FMV marks

$80 million extracted to 6.5% TCE/TA ratio

Excess capital

$39 million after-tax; 1.75x annual cost savings

Cash one-time costs

$35 million pre-tax ($22 million after-tax)                         

25% of 1Q07 annualized noninterest

expense            

Realized 37.5% in 2008, 100% in 2009; 4% growth

Expense efficiencies

2008 First Call consensus estimates for FITB AND FCTR    

Consensus LTG rates (9.0% for FCTR, 9.4% for FITB)

EPS assumptions/growth

$31.00/First Charter share (70% stock, 30% cash)

Purchase price

9

Fifth Third Bank | All Rights Reserved

Fifth Third cash earnings

$

1,615

$

1,761

$

1,922

First Charter cash earnings

46

66

72

Expense efficiencies

7

26

27

Funding costs

(

15)

(

19)

(

19)

Combined cash earnings

$

1,653

$

1,834

$

2,002

Existing CDI amortization

(

23)

(

20)

(

17)

New CDI amortization

(

10)

(

12)

(

11)

Combined earnings

4

$

1,620

$

1,802

$

1,974

EPS accretive transaction

1

See

assumptions

on

page

7.

Illustration

of

earnings

before

amortization

of

intangibles.

Not

a

projection.

Assumes

First

Call

consensus

EPS

estimate

for

2008

of

$2.97

for

Fifth

Third

and

$1.73

for

First

Charter.

Assumes

consensus

long-term

EPS

growth

expectation

of

9.4%

for

Fifth

Third

and

9.0%

for

First

Charter.

Assumed

marginal

tax

rate

of

36%.

Includes

no

benefit

from

accretion

of

fair

value

purchase

accounting

marks

into

earnings.

2

Assumes

6.75%

cost

of

cash

related

to

funding

cash

consideration,

capital

extraction,

and

cash

one-time

costs.

3

Assumes

CDI

and

other

intangibles

created

equal

to

4%

of

$2.7

billion

total

core

deposit

base

amortized

over

10

years

sum-of-years’

digits.

4

Illustrates

net

income

applicable

to

common

shareholders.

Assumes

all

one-time

costs

are

purchase

accounting

adjustments

(a

small

amount

may

be

restructuring

expenses

through

P&L).

5

Assumes

Fifth

Third

2Q07

period

end

share

count

of

536

million.

Not

a

projection

for

future

periods.

($ in millions after-tax)

2008E

2009E

2010E

Accretion/dilution analysis

3

1

2

1

1

10

Fifth Third Bank | All Rights Reserved

Combined cash earnings

$

1,653

$

1,834

$

2,002

Combined operating earnings

$

1,620

$

1,802

$

1,974

Combined average fully diluted shares

551

556

556

Combined cash EPS

$

3.00

$

3.30

$

3.60

Fifth Third cash EPS

$

3.01

$

3.29

$

3.59

Fifth Third accretion / (dilution)

$

(0.01)

$

0.01

$

0.01

Combined EPS

$

2.94

$

3.24

$

3.55

Fifth Third EPS

$

2.97

$

3.25

$

3.55

Fifth Third accretion / (dilution)

$

(0.03)

$

(0.01)

$

0.00

EPS accretive transaction

($ in millions after-tax)

2008E

2009E

2010E

Accretion/dilution analysis

1

See assumptions on pages 7 and 8. Illustration of combined earnings before amortization of intangibles. Not a projection.

2

See assumptions on pages 7 and 8. Illustration of combined net income applicable to common shareholders.

3

Assumes Fifth Third 2Q07 period end share count of 536 million (not a projection for future periods) plus 20 million shares issued for First Charter (uses

First Charter fully diluted share count, included vesting of options, of 35 million shares; 70% of consideration paid in stock; a $31.00 per share purchase

price; and Fifth Third’s closing share price on 8/15/07 of $37.38. 2008 average fully diluted shares include three quarters of new shares for First Charter.

1

2

3

1

1

2

2

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Fifth Third Bank | All Rights Reserved

Purchase price

($1,090)

Excess capital

80

After-tax cash one-times

(39)

Capital to fund asset growth

(23)

(25)

(27)

(28)

(30)

First Charter cash income

46

66

72

78

85

Expense efficiencies

7

26

27

28

29

Net funding impact

(4)

(5)

(5)

(5)

(5)

Term. value-2013 income

(13.2x)

1,558

Incremental Cash Flow

($1,049)

26

62

67

73

1,637

14%

Solid transaction economics

($ in millions)

1Q08

2008

2009

2010

2011

2012

IRR

IRR on First Charter purchase

1

First Charter tangible equity in excess of 6.5% of $50 million, plus $30 million released through divestiture of $470 million of

securities.

2

Assumes asset growth of 7%.

3

Based on assumptions outlined on pages 7 and 8, grown at consensus EPS growth rate of 9.0% after 2010.

4

6.75% cost of cash related to funding capital extraction and cash one-time costs. Also reflects attributed charge of 6.75% for reducing First Charter excess

capital (removal of free funding in their consensus earnings base).

5

Terminal value based on Fifth Third’s 8/15/07 price to forward twelve months earnings ratio of 13.2x.

5

4

3

2

1

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Fifth Third Bank | All Rights Reserved

Expect total one-time cash costs of $61 million pre-tax or $39

million after-tax

Estimated recognition of cash costs

—

All assumed to be realized in 2008 through purchase accounting

adjustments, although some portion will be realized in 2009 and a

small portion may be realized through P&L

Fair market value adjustments and standard purchase accounting

adjustments

—

Determined as of closing date

One-time merger-related costs

1

Assumes marginal tax rate of 36%.

1

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Fifth Third Bank | All Rights Reserved

Expect annual expense efficiencies of $35 million pre-tax ($22 million

after-tax

1

)

—

25% of First Charter 1Q07 annualized expense base

—

Expect to realize 37.5% in 2008; 100% in 2009

Reductions primarily in headquarters, back-office and redundant

systems

—

Customer facing sales positions expected to be largely unaffected

Achievable expense efficiencies

1

Assumes 36% marginal tax rate.

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Fifth Third Bank | All Rights Reserved

Enhance First Charter’s consumer product offerings

—

Fifth Third branch consumer loan production at significantly

higher levels

—

Expect evolution toward more relationship-oriented consumer

deposit products similar to Fifth Third experience

New product offerings

—

Credit cards

—

Merchant processing

—

Expanded small business product set

—

Wealth management

Significant revenue opportunity

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Fifth Third Bank | All Rights Reserved

Unique opportunity to expand franchise

—

Scarcity value of entry point into Charlotte

—

Entry into Atlanta provides future platform for de novo growth

Very attractive pricing relative to recent transactions

—

Price/LTM Earnings, Price/Book and Price/Tangible Book all lower

than comparable deals

Significant opportunities for profitability enhancement

—

Wider range of fee-based businesses

—

New products to introduce

—

Additional expertise in commercial lending

Summary

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Fifth Third Bank | All Rights Reserved

Cautionary statement

This report may contain forward-looking statements about Fifth Third Bancorp and/or the company as combined acquired entities

within the meaning of Sections 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and 21E of

the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, that involve inherent risks and

uncertainties. This report may contain certain forward-looking statements with respect to the financial condition, results of

operations, plans, objectives, future performance and business of Fifth Third Bancorp and/or the combined company including

statements preceded by, followed by or that include the words or

phrases such as “believes,”

“expects,”

“anticipates,”

“plans,”

“trend,”

“objective,”

“continue,”

“remain”

or similar expressions or future or conditional verbs such as “will,”

“would,”

“should,”

“could,”

“might,”

“can,”

“may”

or similar expressions. There are a number of important factors

that could cause future results to differ

materially from historical performance and these forward-looking statements. Factors that might cause such a difference include, but

are

not

limited

to:

(1)

general

economic

conditions,

either

national

or

in

the

states

in

which

Fifth

Third,

one

or

more

acquired

entities

and/or the combined company do business, are less favorable than

expected; (2) political developments, wars or other hostilities

may disrupt or increase volatility in securities markets or other economic conditions; (3) changes in the interest rate environment

reduce interest margins; (4) prepayment speeds, loan origination

and sale volumes, charge-offs and loan loss provisions; (5) our

ability to maintain required capital levels and adequate sources

of funding and liquidity; (6) changes and trends in capital markets;

(7) competitive pressures among depository institutions increase

significantly; (8) effects of critical accounting policies and

judgments; (9) changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or

other regulatory agencies; (10) legislative or regulatory changes or actions, or significant litigation, adversely affect Fifth Third, one

or more acquired entities and/or the combined company or the businesses in which Fifth Third, one or more acquired entities and/or

the combined company are engaged; (11) ability to maintain favorable ratings from rating agencies; (12) fluctuation of Fifth Third’s

stock price; (13) ability to attract and retain key personnel; (14) ability to receive dividends from its subsidiaries; (15) potentially

dilutive effect of future acquisitions on current shareholders' ownership of Fifth Third; (16) effects of accounting or financial results of

one or more acquired entity; (17) difficulties in combining the operations of acquired entities; (18) ability to secure confidential

information through the use of computer systems and telecommunications network; and (19) the impact of reputational

risk created

by these developments on such matters as business generation and

retention, funding and liquidity. Additional information

concerning factors that could cause actual results to differ materially from those expressed or implied in the forward-looking

statements is available in the Fifth Third’s Annual Report on Form 10-K for the year ended December 31, 2006, filed with the United

States Securities and Exchange Commission (SEC), as amended. Copies of this filing are available at no cost on the SEC’s Web

site at www.sec.gov

or on FifthThird’s

web site at www.53.com. Fifth Third undertakes no obligation to

release revisions to these

forward-looking statements or reflect events or circumstances after the date of this report.

17

Fifth Third Bank | All Rights Reserved

Additional information

Where You Can Additional Information About The Merger

The proposed Merger will be submitted to First Charter’s shareholders for consideration.  Fifth Third will file a Form S-4 Registration

Statement, First Charter will file a Proxy Statement and both companies will file other relevant documents regarding the Merger with

the Securities and Exchange Commission (the “SEC”).  First Charter will mail the Proxy Statement/Prospectus to its shareholders. 

These documents, and any applicable amendments or supplements, will contain important information about the Merger, and Fifth

Third and First Charter urge you to read these documents when they become available.

You may obtain copies of all documents filed with the SEC regarding the Merger, free of charge, at the SEC’s website (www.sec.gov).

You may also obtain these documents free of charge from Fifth Third’s website (www.53.com) under the heading “About Fifth Third”

and then under the heading “Media and Investors-Investor Relations”

and then under the item “SEC Filings.”

You may also obtain

these documents, free of charge, from First Charter’s website (www.FirstCharter.com) under the section “About First Charter”

and then

under the heading “Investor Relations”

and then under the item “Financial Reports / SEC Filings.”

Participants in The Merger

Fifth Third and First Charter and their respective directors and

executive officers may be deemed participants in the solicitation of

proxies from First Charter’s shareholders in connection with the Merger. Information about the directors and executive officers of Fifth

Third and First Charter and information about other persons who may be deemed participants in the Merger will be included in the

Proxy Statement/Prospectus. You can find information about Fifth

Third’s executive officers and directors in its definitive proxy

statement filed with the SEC on March 9, 2007. You can find information about First Charter’s executive officers and directors in its

definitive proxy statement filed with the SEC on March 25, 2007.

You can obtain free copies of these documents from the websites of

Fifth Third, First Charter or the SEC.