Fifth Third Bancorp Presentations

EX-99.1 2 dex991.htm FIFTH THIRD BANCORP PRESENTATIONS Fifth Third Bancorp Presentations

Investor Update

August 2007

Exhibit 99.1

Strategic Overview

August 2007

Kevin Kabat, President, Chief Executive Officer

Fifth Third profile

$101 billion assets (#13)

$20 billion market cap* (#12)

1,167 banking centers

2,132 ATMs

18 affiliates in 10 states

$1.5 billion operating income

* as of 8/22/07.

2Q07 annualized.

Historical

context

Strong sales culture

—

Loan, deposit growth > industry

—

Affiliate/entrepreneurial drive

Strong expense management

—

Low 50s efficiency ratio

Average service/customer satisfaction

—

“Sold through”

attrition (e.g., DDA high-teens)

Internal orientation

Retain and leverage historical strengths while capturing

incremental growth opportunities

Strategic focus: 2007–2009

Deliver growth in excess of industry

Enhance the customer experience

Increase employee engagement

Institutionalize enterprise operational excellence

Banking

Processing

Investments

Employee

Engagement

Customer

Experience

Operational

Excellence

Fifth Third

Bank

Growth opportunities

Areas of evident success

—

De novo –

accelerate new branch openings

—

Credit card –

increase cardholder acquisition

—

Healthcare –

enhance product offerings, specialized channel

Works in progress

—

Middle market expansion –

expand products, services, and

sales

—

Commercial underserved markets –

targeted markets for

deployment of additional bankers and teams

—

Small business banking –

leverage existing distribution

channels

Deferred

—

Commercial new markets (LPOs) –

targeted markets for

deployment of additional bankers and teams

De novo activities

De novo statistics

•

Mature* deposits

$40MM

•

Mature* loans

$13MM

•

Expected IRR

20%+

•

Breakeven

20 months

•

Cumulative breakeven

36 months

•

Opened 55 total new branches in

the past 12 months

•

Continue to invest in high

opportunity markets

•

Site selection focuses on market

potential, predictive modeling and

IRR optimization

•

De novo activity has been, and will

continue to be, of significant

economic value to Fifth Third

2007-

2009 planned builds

47%

28%

18%

Florida

Chicago

Other

Tennessee

* Six years

EPP: Strong growth, high value business

100

150

200

250

300

Merchant

Card Interchange

FI/EFT

CAGR

12%

CAGR

30%

CAGR

16%

CAGR 17%

Credit cards: capturing our fair share

13th largest bank, 24th largest credit card issuer

We’ve underinvested in the credit card business relative to competitors

Significant opportunity in high risk-adjusted return business

—

Improve retail production by deploying sales technologies to enhance ease of

sale

—

Move from “ultra”

conservative underwriting to “conservative”

underwriting

(weighted average FICO from >740 to >720)

—

Optimize profitability of existing portfolio through modest investments in

marketing, analytics, and human capital

Goal: double assets, accounts, net income by 2009

Assets

Accounts

Net income

2006

2009

1,100

2,400

1.0

2.0

($ MMs)

Reengineering retail sales management

Reduction of non-sales activities for sales employees in banking centers

—

Dedicated branch service personnel combined with improved back

office support to maximize sales effectiveness

Consistent sales management process

—

Performance expectations set for each role with incentive pay based

on sales and service

Individual productivity reporting

—

Scorecards available on all sales employees daily to highlight

strengths and identify focus areas

Consistent branded sales process

—

New tools, products, and marketing integrated with our new brand

promise across the footprint

Role clarity between sales and service

Retail Banking -

Branded Sales and Service Process

Launched January 2007

Consistent branded process –

Across all 18 Affiliates, with

scalability & transferability to support growth

Role clarity tied to sales & service execution

Removal of non-sales activities from financial centers

Sales management process tied to new brand promise

Individual productivity reporting and performance goals for

increased accountability, tied to incentive compensation

Greater accountability around service execution

Improved product strategy

Refreshed rewards & recognition program

Sales

Process

Sales

Management

Process

Fifth

Third

Bank

All

Rights

Reserved

Fifth Third: relative service performance

54%

29%

76%

74%

51%

58%

20%

40%

60%

80%

100%

Overall

Satisfaction

Loyalty

Problem

Incidence

3Q05

2Q07

45%

55%

36%

46%

27%

21%

2007 Key Actions

Financial Center service optimization

initiative launched

Add KDI component to new incentive

compensation plan

Financial Center action planning in

place

Implementing a consistent process

and support tools for handling

customers problems at the Financial

Centers and Call Center

Creating a central escalation team to

manage problems that cannot be

resolved immediately

Source : Gallup Customer Surveys: 3Q05/2Q07

Percentages within bars =

% of surveyed customers rating metric at target level

or experiencing a problem

Goal: 75

percentile

2007

The

Gallup

Organization,

Princeton,

NJ.

All

rights

reserved.

20%

40%

60%

80%

100%

Fifth Third Bank Overall 2005

Fifth Third Bank Overall 2007

Engaged

Not Engaged

Actively

Disengaged

1.41:1

2.29:1

Ratio of Engaged to

Actively Disengaged

* Source: Gallup Poll data of U.S. working population 18 years and older, accumulated during 2006

2.67:1

2007 Gallup Overall Database

2.00:1

U.S. Working Population*

Employee Engagement update

+33%

-18%

Enterprise Operational Excellence

Improve operational efficiencies

—

Standardize, digitize and optimize core processes

—

Deploy technology to eliminate manual processes and improve quality

—

Reducing cycle times and errors is increasing customer satisfaction

Modernize servicing platforms and capabilities

—

Understand our customers, know our customer & know their issues

—

Call Center transformation to improve customer experiences

—

Provide seamless & consistent support between web, voice, ATM, etc.

Integrated product suites to help our customers be more effective

—

Remote Capture product suite

—

Virtual vault

—

National Lockbox

—

Healthcare EOB 835 suite

Fifth Third: building a better tomorrow

Balancing growth and profitability

Capitalizing on strengths and developing plans to address

areas of weakness

Communicating clearly with investors

Delivering on promises

Producing above-par performance and returns

Appendix

Segment results

—

Branch Banking

—

Consumer Lending

Branch Banking

2007

2006

2005

Performance Summary

Second

First

Sequential

Second

YOY

Full

(Dollars in millions)

Quarter

% Change

Quarter

% Change

Year

% Change

Income Statement Data

Net Interest Income (FTE)

370

359

326

13%

1,290

1,251

Non-interest Income

218

191

14%

197

11%

763

716

Total Revenue

588

550

523

12%

2,053

1,967

Provision for Credit Losses

77%

50%

101

11%

Non-interest Expense

291

281

270

1,072

1,030

Income before Taxes

258

247

227

14%

880

846

Income Taxes

14%

310

298

Segment Earnings

167

160

147

14%

570

548

Average Balance Sheet Data

Commercial loans

5,140

5,185

-1%

5,304

-3%

4,297

3,995

Consumer loans

11,619

11,699

-1%

11,345

11,391

10,687

Total loans

16,759

16,884

-1%

16,649

15,688

14,682

Transaction deposits

29,389

28,614

28,594

27,909

28,146

-1%

Core deposits

40,016

39,542

38,914

39,260

37,319

Efficiency Ratio (FTE)

49.49%

51.09%

-3%

51.63%

-4%

52.22%

52.36%

FTE Employees

9,136

9,223

-1%

8,896

9,082

9,032

•Revenue up 7% sequentially, up 12% year over year

•Net interest income up 3% sequentially and 13% over 2Q 2006, primarily driven by deposit growth and wider deposit spreads

•Non-interest income up 14% sequentially reflecting higher deposit service charges; up 11% year over year driven by deposit

fees and interchange income

•Expenses up 4% sequentially, and 8% year over year

•Increase due to growth in net occupancy and equipment costs resulting from de novo openings

Consumer Lending

•Revenue up 1% sequentially, down 5% year over year

•Net interest income down 3% sequentially and 4% year over year on higher auto loan spreads offset by narrowing

spreads on mortgage products

•Non-interest income up 10% sequentially reflecting higher loan delivery gains and servicing revenue; down 5% year

over year driven by lower loan sales and decreased operating lease income

•Expenses down 2% sequentially, down 11% year over year

•Year over year decrease driven by lower salaries and lower operating lease expense

Consumer Lending

2007

2006

2005

Performance Summary

Second

First

Sequential

Second

YOY

Full

(Dollars in millions)

Quarter

% Change

Quarter

% Change

Year

% Change

Income Statement Data

Net Interest Income (FTE)

-3%

-4%

380

397

-4%

Non-interest Income

10%

-5%

229

290

-21%

Total Revenue

145

143

152

-5%

609

687

-11%

Provision for Credit Losses

59%

Non-interest Expense

-2%

-11%

303

350

-13%

Income before Taxes

-14%

212

247

-14%

Income Taxes

-14%

Segment Earnings

-15%

137

160

-14%

Average Balance Sheet Data

Commercial loans

Consumer loans

21,993

21,622

20,664

20,430

19,164

Total loans

21,993

21,622

20,664

20,430

19,164

Transaction deposits

527

439

20%

471

12%

436

420

Core deposits

527

439

20%

471

12%

436

420

Efficiency Ratio (FTE)

44.14%

45.45%

-3%

47.37%

-7%

49.75%

50.95%

-2%

FTE Employees

1,837

1,989

-8%

2,252

-18%

2,042

2,266

-10%

Finance

August 2007

Chris Marshall, Executive Vice President, Chief Financial Officer

Capital Plan

Current tangible capital levels very strong

—

Tangible common equity/tangible assets ratio of 6.92% at 6/30/2007

—

Post acquisition TCE/TA target: 6.5% (Crown = 45 bps, First Charter = 35 bps)

2007 plans

—

Improve efficiency of capital structure through limited substitution of hybrids

for common stock

—

Remaining share repurchase authorization of approximately 22 million shares

(as of 6/30/2007)

Future considerations

—

Evaluate future capital position in context of performance, operating

environment, and acquisition plans

—

Maintain strong regulatory capital levels in conjunction with management of

tangible equity ratio

—

Maintain strong capital levels relative to peers and commensurate with

business profile

M&A –

What Matters to Fifth Third

Markets

—

Expansion into demographically attractive geographies

—

Creation of deeper shares in existing markets

Attractive business lines

—

Supplement existing business, addition of complementary

businesses or capabilities

Favorable economics

—

Conservative assumptions

—

Accretion within a reasonable timeframe

—

Deal IRR hurdle of mid-teens

Protection of debt ratings

R-G Crown Acquisition

Manageable

risks

$3.0 billion in assets, $1.8 billion deposits, 33 branches

–

Expands presence in Orlando and Tampa; creates position in attractive

Jacksonville and Georgia markets 9 branches (9

share) in Jacksonville

serve as a base for future growth

–

Moves

Fifth

Third

from

Orlando

deposit

market

and

from

Tampa

–

Accelerates long-term plans in Florida, displaces $4MM+/branch de novo

investment for similar locations

Opportunity to expand our footprint in Georgia

Paying 0.87x book value for Florida franchise (1.56x tangible book value)

Accretive to cash basis EPS in first year

Generates 19% IRR

Significant cost savings achievable from leveraging existing Florida

infrastructure

Improved profitability readily achievable based on Florida franchise

results

Existing Florida platform provides for efficient conversion

Satisfactory resolution of Crown’s cease and desist order and delivery of

financial statements in accordance with GAAP are conditions of closing

Transaction

highlights

Financial

discipline

First Charter Acquisition

Manageable

risks

$4.9 billion in assets, $3.2 billion in deposits, 59 branches

–

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

–

Entry into the Charlotte, Raleigh-Durham and Atlanta markets

–

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

Cash EPS accretion, operating EPS neutrality achieved within two

years of

closing*, excluding revenue synergies

IRR of 14%, excluding revenue synergies

Achievable cost savings, earnings growth assumptions; Significant revenue

enhancement opportunities present but not modeled

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

* Assumes 1Q08 closing, 1Q09 measurement date.

Combined Footprint

2007

SNL

Financial.

All

Rights

Reserved.

R-G Crown Bank (33 branches)

FITB “Outperformance”

Dependent On:

Revenue opportunities

—

Commitment

—

Consistency of pursuit, tracking, and measurement

Expense opportunities

—

Discipline

—

Process improvement

Proactive credit risk management

Optimization of balance sheet and capital position

Disciplined M&A

Risk Management

August 2007

Mary Tuuk, Executive Vice President, Chief Risk Officer

Risk Management Philosophy

Risk and Compliance Committee

—

Independent of Management

—

Approves charters for Management Governance

Committees

Governance Committees

—

Oversee specific risk

–

Establish and monitor Risk limits and tolerances

approved by RCC

Enterprise Risk Management Organization

Credit Risk

Operational Risk Management

Market Risk Management

Risk Strategies

Regulatory Compliance

Risk Policy Repository

Insurance Risk Management

IA Risk Management

LOB Risk Managers have either a direct or dotted reporting

line

Corporate Credit Committee

New committee accountable to the Bancorp Board’s Risk and

Compliance Committee

Purpose/Mission

—

Establishes priorities, develops initiatives and makes policy

recommendations to the Enterprise Committee that improves

the ability to understand, measure and report credit trends,

forecast loss and their associated drivers.

Members

—

Chaired by the Bancorp’s Chief Risk Officer and the Chief

Financial Officer

—

Commercial LOB Head, Consumer LOB Head, IA/FTPS LOB

Head, Head of Affiliate Administration

Commercial Loan Approval Process

Current Signature authority process –

all delegated through ERM

—

Various affiliate limits –

the highest is $25MM at 4 largest affiliates

—

Affiliate Credit Officers report through EVP of Commercial

—

Senior Credit Officer up to $40MM

—

Chief Commercial Credit Officer up to $50MM

—

Over $50MM requires additional approval from EVP of Commercial

—

Over $100MM requires additional approval from CEO or Chief Risk Officer

Approval

limits

governed

affiliate

limits

and

regulatory

risk

rating

—

Borrowers

with

criticized

rating

require

additional

signatures

based

size

of aggregate exposure

—

Borrowers with certain policy exceptions require an additional level of approval

Standardization

—

Uniform underwriting and approval processes

—

Separate Lending and Credit functions

—

Uniform Funding Desk process

—

Enhanced efficiency

Underwriting Policies

General trends:

—

Commercial has seen no loosening of standards vs. 12 months ago

—

Consumer has tightened standards vs. 12 months ago

Commercial exceptions to underwriting policies and guidelines are

reviewed at the individual credit level and managed through the approval

process

Commercial exceptions are approved through the signature authority

process and adequate mitigants are required to be described in the

underwriting documentation

Consumer exceptions are managed through the lending and override

authority process with documented compensating factors in the loan file

and justification statement listed in the underwriting system.

Credit Risk Review –

independent evaluation function under CRO that

monitors strength of underwriting

Consumer Underwriting Policies

General trends:

—

Underwriting standards have tightened vs. 12 months ago

—

Enhanced collateral review process-New AVM process, employing staff

appraisers

—

Exception tolerances have tightened

Centralized underwriting to standard Bancorp policies and guidelines

Consumer products are underwritten utilizing a combination of bureaus

scores and internal custom scorecards.

Enhanced underwriting in 2006 by rolling out new decision models

that

improve underwriting efficiency and reduce exceptions

0.00%

0.10%

0.20%

0.30%

0.40%

0.50%

0.60%

0.70%

Peer group median

Fifth Third

2007

outlook:

low 50s

bps

Total net charge-offs

Credit quality

Relatively stable net charge-off experience vs. peers

Increasing trends in probability of default ratings in commercial

—

2003 through June 2007 vintages all in 6.1-6.7 PD range at origination

Over 75% of commercial loans originated or renewed in past two years

Midwest economy

0.00%

0.10%

0.20%

0.30%

0.40%

0.50%

0.60%

0.70%

Total Commercial

Total Consumer

Mid-high

60s bps

Commercial and consumer net charge-offs*

Mid-high

30s bps

Credit quality (cont.)

Commercial NCO ratios have historically ranged between 20-60 bps

—

2006: 34 bps

—

2Q07: 44 bps

—

YTD07: 36 bps

Consumer NCO ratios have historically ranged between 40-65 bps

—

2006: 55 bps

—

2Q07: 68 bps

—

YTD07: 61 bps

2007

outlook:

Yearly Commercial net charge-offs

C&I -

$22.2 billion

—

One charge-off in the $4-6M

range in 2Q07

—

Weighted average PD ratings

increased from 6.3 to 6.7 in

2007

—

PD ratings on large credits (>$5

million) substantially better

than overall portfolio

CRE -

$16.5 billion

—

Commercial mortgage charge-

offs of 56 bps in 2Q07 rose 30

bps from 1Q07 and are higher

than recent years, reflecting

stress particularly in the upper

Midwest

—

Construction NCO ratio was

higher in 2Q at 48 bps vs. a

range of -1 to 20 bps over the

past 2 years

Leasing -

$3.7 billion

—

Large airline-related

charge-offs source of

volatility experience in

2005

—

NCO flat for 2Q07

Quarterly Commercial net charge-offs

Commercial credit

-0.10%

0.00%

0.10%

0.20%

0.30%

0.40%

0.50%

0.60%

0.70%

0.80%

0.90%

1.00%

1.10%

1.20%

C&I

Mortgage

Construction

Leasing

-0.20%

-0.10%

0.00%

0.10%

0.20%

0.30%

0.40%

0.50%

0.60%

0.70%

0.80%

0.90%

1.00%

1.10%

1.20%

C&I

Mortgage

Construction

Leasing

Commercial Loan Portfolio Composition

CRE -

$16.5 billion outstanding and $20.2 billion exposure

C&I -

$22.2 billion outstanding and $47.8 billion exposure

Outstanding balances on owner-occupied vs. non-owner

occupied properties split approximately 39 / 61%.

Big 3 auto concentration –

includes direct outstandings

of $100

million and auto suppliers outstandings

of $693million

Commercial Loan Credit Outlook

Largest non-performers –Top 2: $15mm and $10mm

Criticized assets trending up

Areas of strength in the portfolio

—

Other than softening in real estate, in general no

deterioration in any given industry

—

Industry diversification spreads systemic (economic) risk

—

Granular relationship size spreads idiosyncratic risk

–

Average relationship size is $0.8MM outstanding

Areas of weakness in the portfolio

—

Midwest economy is lagging other parts of the country

—

Softening in Michigan and Northern Ohio

—

NPA’s have increased as credit cycle turns

Consumer credit

Home Equity -

$11.8 billion

—

NCO ratio of 61 bps YTD vs.

historical

ratios

40-

bps

—

Higher concentration of net

charge-offs in Eastern Michigan

(Detroit) market

Auto -

$10.7 billion

—

Fifth Third has larger

exposure to auto lending than

peers

—

Auto NCO ratio is in-line with

competitors (YTD = 59 bps)

Mortgage -

$8.5 billion

—

Mortgage charge off ratio has

increased in 2007 driven by

housing depreciation and a

declining portfolio balance

Leasing -

$1.1 billion

—

Leasing portfolio is running

off, gross loss rates are

declining

Yearly consumer net charge-offs

Quarterly consumer net charge-offs

0.00%

0.22%

0.44%

0.66%

0.87%

1.09%

Mortgage

Indirect

Direct

Lease

-1.56%

-1.34%

-1.11%

-0.89%

-0.67%

-0.45%

-0.22%

0.00%

0.22%

0.45%

0.67%

0.89%

1.11%

1.34%

1.56%

Mortgage

Home Equity

Auto

Other Cons L&L

Credit cards

Over 85% of consumer credit card portfolio originated from our retail network

—

Remaining balances from agent-bank relationships and legacy run-off portfolio of acquired cards

Two-thirds of Fifth Third’s organically generated portfolio has a FICO score over 740

2005 bankruptcy reform led to a spike in NCOs in 4Q05

—

Recoveries were higher than normal in following two quarters

—

Expect NCO ratio closer to 4% range going forward

0.2

0.4

0.6

0.8

1.2

1.4

0.00%

1.00%

2.00%

3.00%

4.00%

5.00%

6.00%

Average Balance

NCO Ratio

Appendix

Residential real estate -

topical areas*

Mortgage: $8.5B outstanding

—

liens: 100%

—

Weighted average LTV: 80%; weighted average FICO: 720

–

Origination FICO bands:

<659 13%; 660-689 11%; 690-719 17%; 720-749 18%; 750+ 39%

(note: loans <659 includes CRA loans and FHA/VA loans)

—

% through broker: 10%

—

NPAs: $112MM (1.30%); over 90s: $98MM (1.15%)

—

Charge-offs: $16MM YTD (0.38%)

34%

10%

23%

11%

Other

30%

23%

18%

Other

* All data as of 6/30/07

No subprime

Alt A originations: 2Q07 $192MM; $123MM warehouse, WA FICO 702, WA LTV 73%

—

$38MM

loan

portfolio

(viewed

unsaleable

current

market

environment),

FICO

698

Home equity: $11.8B outstanding

—

liens:

30%;

liens:

70%

(25%

liens

behind

FITB

—

Weighted

average

CLTV:

78%

liens

62%;

liens

83%)

—

Weighted

average

FICO:

742

liens

750;

liens

740)

–

Origination FICO bands:

<659 5%; 660-689 10%; 690-719 16%; 720-749 20%; 750+ 48%

—

% through broker: 23% (broker WA FICO 735; direct WA FICO 745)

—

NPAs: $68MM (0.58%); over 90s: $61MM (0.52%)

—

Charge-offs: $36 million YTD (0.61%)

Commercial Banking

August 2007

Bruce Lee, Executive Vice President, Commercial Banking

Core Business Projections and Strategies

Middle Market Strategy

—

Increase sales force productivity and operating efficiency.

—

Improve service fee income mix from 25% to 40%.

—

Improve deposit penetration by becoming Primary Bank for all of

our customer relationships (current relationship market share is

15% with Primary Bank status at 9% market share).

Commercial LOB

Performance Trends by Department

(Six Months YTD Data)

JUNE YEAR-TO-DATE

Net Revenue (exluding provision)

Service Income

Net Income

2006

2007

2006%

2006

2007

2006%

2006

2007

2006%

Middle Market

$323,276

$342,669

$79,902

$81,368

$142,116

$164,355

16%

Large Corporate

75,463

75,318

(0%)

36,547

32,447

(11%)

36,233

38,663

Professional Services

22,240

21,613

(3%)

7,000

6,996

(0%)

12,004

11,785

(2%)

International

55,281

56,761

42,540

42,405

(0%)

11,431

12,278

Real Estate

222,766

210,609

(5%)

20,033

18,089

(10%)

115,371

96,205

(17%)

Leasing

54,359

55,841

17,359

26,891

55%

34,112

33,175

(3%)

Other/Elims

61,350

87,639

32,526

57,972

(51,645)

(36,685)

Total Commercial

$814,734

$850,450

$235,907

$266,168

13%

$299,622

$319,775

JUNE YEAR-TO-DATE

Operating Expense

Salaries & Benefits

Total Direct Expenses

2006

2007

2006%

2006

2007

2006%

2006

2007

2006%

Middle Market

$74,484

$76,773

$24,133

$23,767

(2%)

$13,220

$14,637

11%

Large Corporate

19,504

15,739

(19%)

2,586

2,113

(18%)

3,006

2,590

(14%)

Professional Services

3,295

3,396

903

790

(13%)

415

351

(15%)

International

37,625

37,799

3,422

3,709

1,252

1,666

33%

Real Estate

37,052

36,018

(3%)

10,129

7,512

(26%)

8,846

7,582

(14%)

Leasing

13,242

16,200

22%

5,182

4,135

(20%)

8,530

12,607

48%

Other/Elims

171,809

196,376

14%

75,550

89,451

18%

46,659

54,038

16%

Total Commercial

$357,013

$382,299

$121,906

$131,477

$81,928

$93,472

14%

JUNE YEAR-TO-DATE

Core Deposits

Commercial Loans

YWA

2006

2007

2006%

2006

2007

2006%

Middle Market

$3,983,440

$3,805,519

(4%)

$12,887,553

$14,375,999

12%

Large Corporate

1,788,262

1,699,909

(5%)

505,863

927,506

83%

Professional Services

581,568

544,221

(6%)

419,080

431,188

International

587,914

575,117

(2%)

141,326

177,101

25%

Real Estate

1,486,415

1,270,374

(15%)

12,402,957

12,349,605

(0%)

Leasing

13,192

5,271

(60%)

4,599,062

4,855,117

Other/Elims

6,356,468

6,061,521

(5%)

1,000,210

1,277,362

28%

Total Commercial

$14,797,260

$13,961,931

(6%)

$31,956,051

$34,393,878

Middle market: leveraging our position

5/3 Middle Market

16%

12.5%

2006

2009

2012

lending only

full-service

Markets

$10mm to

$100mm

$100mm to

$250mm

$250mm to

$500mm

Total

Chicago

5,085

405

148

5,638

Eastern Michigan

2,164

187

2,411

South Florida

1,662

110

1,807

Northeastern Ohio

1,532

1,663

Western Michigan

1,234

1,338

Central Indiana

1,167

1,290

Tampa

867

953

St. Louis

834

946

Pittsburgh

796

884

Cincinnati

754

830

Central Florida

690

758

Central Ohio

659

743

Louisville

617

690

Tennessee

559

634

Western Ohio

500

545

Northwestern Ohio

434

478

Southern Indiana

319

357

Northern Michigan

329

354

Ohio Valley

239

268

Central Kentucky

210

235

Northern Kentucky

128

138

Total Footprint

20,779

1,578

603

22,960

Fifth Third total relationship market share

15%

# of Businesses with Sales of:

Convert

existing

accounts to

full service

while

increasing new

accounts

15%

22%

18.5%

Goals

—

Increase primary market share for middle market from 9% to 16% by 2012.

—

Establish presence as the #1 or #2 middle market bank by dollar market share in affiliate markets by 2012.

—

Increase market share by 10% in markets where we currently are the #1 middle market bank.

Commercial Banking Strategy

The Fifth Third Way

—

Standardized underwriting

—

Standardized sales management

—

Reduce cycle times, reduce errors and enhance the overall customer experience

—

Implement straight-through processing

Expand capital markets businesses

—

New or expanded product offerings (FX, Commodities, Loan Syndication, Tender

Option Bond program)

—

Further educate the sales force

Commercial real estate

—

Expand product offering to full suite of debt and equity products

—

Provide executive management the ability to better manage exposure through

securitization program

—

Commercial Mortgage Backed Securities (CMBS)

—

Commercial Real Estate Collateralized Debt Obligations (CRE CDO)

Commercial Banking Strategy (cont’d)

Expand treasury management product offerings (payments)

—

Remote Currency Manager (April)

—

Escrow Manager (May)

—

National Lockbox (September)

—

Thin Client for Electronic Deposit (September)

—

Commercial Card Management (September)

—

Fifth Third Direct Enhanced Authentication (IP Intelligence –

October)

—

ACH Web/Tel Capability (November)

—

Integrated Merchant Processing and ACH Capability (November)

—

Accounts Payable Management (December)

—

Integrated Receivables (December / January)

—

Fifth Third Direct Enhanced Authentication (Customer Q&A’s) –

Q1 2008

Sales force investment

—

Add specialty receivables product sales personnel to facilitate incremental revenue

growth

—

Invest in additional Multi-card account managers to facilitate incremental revenue

growth

—

Improve skill set of sales force through education and addition of new talent

Commercial Banking Strategy (cont’d)

Expand international lending business

—

Organize approach to market through a national team of international relationship

managers and trade specialists targeting foreign-owned companies and global trade

opportunities regionally positioned throughout the Bancorp

—

Specialized employees with foreign language skills will be more effectively

deployed across affiliate lines

—

Centralized credit and underwriting by professionals experienced

in foreign

guarantees and better positioned to monitor country risk on a Bancorp level

—

Coordinated overseas calling effort to more efficiently call on foreign parents,

potentially reducing the number of overseas trips on a Bancorp level

Commercial Banking Strategy (cont’d)

Healthcare Industry Opportunity

Today…

—

At 7%, one of the fastest growing

segments of the GDP

—

Total spend equals $1.8 Trillion

—

Approximately 750,000 healthcare

providers in the U.S.

—

Hospital spending approximates

$540 Billion

—

Approximately 6,000 hospitals in the

U.S. (20% of these are For-Profit)

Going Forward…

—

Estimated to be 18%+ in 2015

—

Estimated to be $4 Trillion in

2015 (8%+ annual growth)

—

Expected to grow 8% per

annum

Payments Management will be paramount to their success.

We MUST play an integral part.

Commercial Banking Strategy (cont’d)

Fifth Third Current Healthcare Position

Relationships

—

Primary bank for less than 50 hospitals / health systems

—

Over 600 healthcare entities in-footprint with revenues > $100 Million

—

Current market share of 2.3% which represents a gap of 12.7% to total

commercial business market share

Treasury Management Product Gaps

—

EOB Capture (August)

—

Electronic Remittance Advice Integration (October)

—

Secondary Billing / Denial Management (October)

Staffing

—

Eight healthcare teams (approximately 30 commercial RM’s) “cover”

healthcare in affiliates with no centralized coordination

—

Significant reliance on Financial Advisors (i.e. investment banks)

Significant opportunity to gain share both within our

footprint and in selected national markets.

Commercial Banking Strategy (cont’d)

Promote a comprehensive healthcare strategy for the Bancorp

—

Established healthcare as a core competency of Fifth Third (complete)

—

Hired senior executive to lead initiative (Kevin Lavender) (complete)

—

Established national team to target relationships in excess of $100M (complete)

—

Define healthcare market, targeted opportunities, and pursuit strategy

–

Pharma, disease management, dialysis, hospice, OT/PT, imaging

–

Managed care, home health, insurance, specialty hospitals, behavioral

health

—

Coordinate all healthcare strategies and offerings across all LOBs

—

Double our current market share (2.3% -

5%) to projected revenue of $190MM

by 2011

—

Target in-footprint and on a selective national scale

Standard and streamlined approval process

—

Standardize and centralize all credit approvals above $10MM through the

National Credit department.

—

Consistent with current large corporate credit process

—

Common guidelines for underwriting across all lines of business

Commercial Banking Strategy (cont’d)

Underserved Markets Opportunity

Selection Criteria

—

Less than 10% market share

—

Large concentration of middle market

businesses

—

Strong YOY growth

Realize full potential in selected low market share affiliates

through addition of top tier sales talent

2006 Net

Income

% YOY Growth

Chicago

5,638

12%

Detroit

2,411

24%

Cleveland

1,663

Nashville

634

18%

Tampa

953

37%

Pittsburgh

<1%

884

62%

Ft Lauderdale

<1%

643

<1%

St. Louis

<1%

946

65%

Middle

Market

Businesses

Selected

Market

Commercial Banking

2007

2006

2005

Performance Summary

Second

First

Sequential

Second

YOY

Full

(Dollars in millions)

Quarter

% Change

Quarter

% Change

Year

% Change

Income

Statement

Data

Net Interest Income (FTE)

292

291

1,254

1,190

Non-interest Income

134

132

120

12%

515

494

Total Revenue

426

424

411

1,769

1,684

Provision for Credit Losses

47%

19%

105

Non-interest Expense

189

193

-2%

182

761

717

Income before Taxes

212

214

-1%

208

903

870

Income Taxes

-12%

-14%

252

256

-2%

Segment Earnings

162

157

150

651

614

Average

Balance

Sheet

Data

Commercial loans

34,826

33,983

32,458

33,559

30,373

10%

Consumer loans

81%

2067%

38%

Total loans

34,891

34,019

32,461

33,639

30,431

11%

Transaction deposits

13,729

14,147

-3%

14,533

-6%

15,222

14,414

Core deposits

13,755

14,172

-3%

14,553

-5%

15,245

14,429

Efficiency Ratio (FTE)

44.37%

45.52%

-3%

44.28%

43.02%

42.58%

FTE Employees

2,221

2,252

-1%

2,181

2,227

2,387

-7%

Appendix

Commercial portfolio -

topical areas*

Commercial real estate (CRE)

Total outstandings

$16.5B

—

Commercial mort $11.0B (50% owner occ’d)

—

Construction

5.5B (20% owner occ’d)

Total CRE

16.5B (40% owner occ’d)

Total CRE exp $20.2B

—

Average size

$1MM (relationship)

—

39% of commercial loans, 22% of total loans

Problem assets

—

NPAs

$183MM (1.11%)

—

> 90 days past due 70MM (0.42%)

—

YTD charge-offs 35MM (0.41%)

Syndicated lending

Total loans

~$4B outstandings

—

PD rating

5.5 vs. 6.5 for

commercial portfolio

—

Ave size

~$8 million

—

Relationships

~550

< 10% of commercial loans, < 5% total loans

Leveraged^

< $200MM outstandings

—

Ave size

~$6MM

—

Relationships ~20

—

Syndication warehouse $100 million

–

No “hung”

deals

Problem assets

–

NPAs

$12MM

–

>90 days past due 0MM

Weighted average probability of default rating

^Regulatory HLT definition, i.e., priced at L+250 bps or greater

Office

23%

Other

11%

Raw

land

Land

under

devel't

Indu

14%

Apts

18%

Retail

18%

Devel'd

land

CRE

collateral

type

* All data as of 6/30/07

Fifth Third Processing Solutions

August 2007

Charles Drucker, Executive Vice President, FTPS and IA

Merchant Services

Bankcard

Financial Institutions

Products

Distribution

•

Payment Authorization

Clearing

and

Settlement

-Credit

-Debit

-POS Check

•

Gift Card Solutions

•

Card Settlement

•

Credit & Debit Card

Issuing

-Consumer

-Business

•

Healthcare Savings

Accounts

•

Electronic Funds Transfer

(EFT)

•

ATM Driving and Support

•

Debit Card Processing

•

Correspondent Banking

Cash Letter & ECL

Image Exchange

•

National

•

Affiliates

•

Telesales

•

Association Referrals

•

Affiliate Banking

Centers

•

Direct Mail

•

Agent Bank Programs

•

Portfolio Acquisitions

•

National

•

Referrals from FI

•

Core Processor Alliances

•

Correspondent Bankers

FTPS at a Glance

FTPS Management Structure

Sally Newman

Executive Assistant

Donald Boeding

Senior Vice President

Merchant Services

Robert Uhrig

Senior Vice President

and General Counsel

FTPS

Chris Bell

Senior Vice President

CFO -

FTPS & IA

Jon Groch

Senior Vice President

Bankcard Products

Angela Brown

Senior Vice President

Financial Institutions

Bob Bartlett

Vice President

Information Technology

FTPS

Susan Makris

Vice President

Sr. HR Business Partner

FTPS (Interim)

Delane

Starliper

Vice President

Operations

Lynn Rhoads

Vice President

Marketing

FTPS

Business Partners

Charles Drucker

Executive Vice President

Fifth Third

Processing Solutions

Strategic Product

Development

FTPS: key growth engine

Bankcard

•

$1.3B in outstanding balances

•

1.0MM cardholders

•

Top three Debit MasterCard Issuer

•

largest U.S. bankcard issuer

* Excludes $12 million in pre-tax gains related to sale of certain non-strategic credit card accounts in Q2 07

Merchant

•

Largest U.S. Acquirer

•

Over 35,000 merchants

•

$150B in processing volume

•

Over 4.4M acquired transactions

Financial Institutions

•

2,300 FI relationships

•

Over 900MM POS/ATM transactions

2007 YTD revenue*

46%

32%

22%

Merchant Services

Financial

Institutions

Bankcard

EPP: Strong growth, high value business

100

150

200

250

300

Merchant

Card Interchange

FI/EFT

CAGR

12%

CAGR

30%

CAGR

16%

CAGR 17%

Credit cards: capturing our fair share

13th largest bank, 24th largest credit card issuer

We’ve underinvested in the credit card business relative to competitors

Significant opportunity in high risk-adjusted return business

—

Improve retail production by deploying sales technologies to enhance ease of

sale

—

Move

from

“ultra”

conservative

underwriting

“conservative”

underwriting

(weighted average FICO from >740 to >720)

—

Optimize profitability of existing portfolio through modest investments in

marketing, analytics, and human capital

Goal: double assets, accounts, net income by 2009

Assets

Accounts

Net income

2006

2009

1,100

2,400

1.0

2.0

($ MMs)

Market Outlook

Expected Impacts

•

Payments revenue growth from 20% to potentially 40% of

banks fee revenue

•

50-60 Billion additional payment transactions annually by

2010

•

20 to 25B additional Debit payments

•

10 to 12B additional Credit payments

•

15 to 20B additional DDA based payments

•

Potentially an additional “must have”

payment requirement

(i.e., CDHP)

•

15 to 20 Million specialized healthcare accounts with

payments vehicles

•

Increased complexity and importance to customers and

suppliers

•

More Alliances and Partnerships

•

Updated Product Models

•

Coordinated Sales efforts

Key Trends in the Market

•

Increased importance of Payments

•

Consumers

•

Employers

•

Banks

•

Expanding need in terms of

•

Types of payments and usage

•

Locations and venues where they are used

•

Fundamental shifts in payment processing models

expected to reach “tipping”

points

•

Internet Delivery for Bill Payment, Statement

Rendering, Self Service

•

Electronic Payment Vehicles versus paper

•

Checks Imaging

•

Competitors aggressively responding

•

Extension of existing bank capabilities to new

markets

•

Emergence of new non-bank players

•

Gaining share by buying revenue streams

•

Focus on emerging payment segments (Card not

present, Recurring, Unattended)

Sources:

“An enterprise approach to bank payments: Elevating

payments to strategic advantage”

Economist Intelligence Unit

(May 2005)

NACHA

“CDHP and HSA Market Opportunity”

Forrester Research

(October 2005)

Outlook Response

•

Share in client gain from more efficient processing and interchange management strategies

•

Streamline servicing through alternative payment methods

•

Renegotiate membership association deals with newly formed public entities

•

Increase scrutiny of client contract commitments

Drive Margin Expansion

Increase market share of payment processing in 5/3rd footprint

Leverage marquee names to win mid-market merchants

Increase market share in high opportunity geographies

Execute a more effective cross-selling and product bundling approach to sell more relationships

Enhance partnership with commercial and business banking

Optimize sales channel productivity

•

Expand the product offerings to capture through point-of-sales innovation to achieve target of 20/branch/month

Improve Penetration Of FITB

Customer Base

•

Execute a more effective cross-selling and product bundling approach to sell more relationships

Develop products and tools based on and targeted for specific industry segments (e.g., CNP, Gift Cards, etc.)

Increase

internal

skill

sets

and

industry

expertise

FITB

team

members

(e.g.,

image

capture)

Debit Rewards to Incent Signature Transactions, Segmentation to Match DDA Segments (Gold, Platinum Debit Card)

•

Provide differentiated Product Set for key customer segments (affluent, new credit, affinity, students)

•

Extend credit franchise by offering product to the underserved near prime market

•

Extend

into

key

growth

segments

such

MasterCard

branded

gift,

single

load

and

loadable,

Health

care

card

markets

(HSAs),

Un-and Under Banked consumer markets

•

Create key partnerships with prepaid resellers (Incentive and Award Firms, BIN sponsorships, etc.)

•

Transition to a full service payments provider

•

Leverage sales efforts across EFT and correspondent business lines

Increase Number Of

Services Sold To New And

Existing Customers

•

Leverage industry dominance in National footprint

Sell into strategic new national segments / vertical markets

Create key partnerships and alliances (e.g., petroleum)

•

Increase market share of payment processing in 5/3rd footprint

Leverage marquee names to win mid-market merchants

Focus on business to business opportunities

•

Develop

partnerships

and

alliances

with

key

party processors, resellers, and other channel partners

•

Expand JEANIE Network beyond FTPS clients, develop upstream market capabilities

Leverage Market Positions

And Distribution Capabilities

To Win New Customers

STRATEGIC FOCUS AND TACTICS

PERFORMANCE THEME

Representative Merchant Client List

Representative FI Client List

Contract Extension

Add Debit Network Processing

Contract Extension

Recent Wins

Fifth Third Processing Solutions

•Revenue growth of 12% sequentially, 7% year over year

•Sequential trends reflect seasonality; year over year trend reflects strong customer acquisition

•Expense growth 3% sequentially; 17% year over year

•Sequential trends reflect seasonality; year over year trend reflects higher processing volume, some margin

compression, and unusual items

2006 includes gains on sale of MasterCard stock of $24 million in 2Q06 and $53 million in 3Q06.

Note:

Fifth

Third

Processing

Solutions

statements

not

include

balances,

revenues

and

expenses

for

the

Fifth

Third

consumer

credit

card

portfolio.

Fifth Third Processing Solutions

2007

2006

2005

Performance Summary

Second

First

Sequential

Second

YOY

Full

(Dollars in millions)

Quarter

% Change

Quarter

% Change

Year

% Change

Income Statement Data

Net Interest Income (FTE)

18%

Non-interest Income

212

188

13%

198

782

633

24%

Total Revenue

220

196

12%

206

815

661

23%

Provision for Credit Losses

350%

-44%

Non-interest Expense

149

144

126

18%

527

462

14%

Income before Taxes

24%

-21%

278

181

54%

Income Taxes

22%

-21%

53%

Segment Earnings

25%

-22%

180

117

54%

Average Balance Sheet Data

Commercial loans

-35%

-29%

79%

Consumer loans

175

149

17%

113

55%

121

133

-9%

Total loans

212

206

165

28%

173

162

Transaction deposits

337

365

-8%

501

-33%

423

405

Core deposits

337

365

-8%

501

-33%

423

405

Efficiency Ratio (FTE)

67.73%

73.47%

-8%

61.17%

11%

64.66%

69.89%

-7%

FTE Employees

726

759

-4%

711

790

444

78%

Investment Advisors

August 2007

Charles Drucker, Executive Vice President, IA and FTPS

Investment Advisors Group at a Glance

IA (Non-Exclusive

Distribution)

Third Parties (Merrill

Lynch, Morgan

Stanley, etc.)

Affiliates and

Nationally

Affiliates

DISTRIBUTION

>$10MM

Third Party

Consultant Based

Varies depending

on product

<$1MM in

investable assets

$1MM+ in

investable

assets

TARGET CLIENTS

Asset Management

Mutual Funds

Wrap Accounts

Investment

Management

Retirement Plans

Custody Services

Endowment

Investment

Management

Mutual Funds

Insurance

Annuities

Wrap Accounts

Stocks and Bonds

Investment

Management

Private

Banking

Fiduciary

Wealth

Planning

HNW

Insurance

Hedging

Wrap

Accounts

PRODUCTS &

SERVICES

Fifth Third Asset

Management (FTAM)

Institutional

Services

Fifth Third

Securities

Private Bank

Investment Advisors Structure

David Pittman

IA Division President

Charles Drucker

Executive Vice President

National Marketing

National HR Director

Director IM&T

Director IS

Director Private

Banking

Fifth Third Securities

Director

Investment

Management

Client Management

Sales

Products and

Marketing

Trading &

Investment Ops

Affiliate IA

Executives

Equity Research &

Strategy

External Mgmnt

Program

Portfolio

Management

Hedging

Fixed Income

Keith Wirtz

FTAM

Director, Inv. Mgt

Group

LOB CFO

Investment Advisors revenue dispersion

Key Statistics:

•

Loans $3.2B

•

Deposits $4.9B

•

AUM

–

$33.7B

•

AUC

–

$232.1B

•

Fifth

Third

Funds

–

$12.5B

2007 YTD revenue

Brokerage Fees

29%

Private Client

Services

37%

Institutional

Trust

18%

Mutual

Funds

16%

Market Outlook

Expected Impacts

$15-$20 Trillion of new investable assets

$13-$15 Billion in additional investment

revenues

Increased client sophistication

Increased pricing pressure especially as

clients look towards quality as service

differentiator

Increased importance of integration and

non-biased advice to customers

Significant growth of “knowledge”

technologies

Firms look to provide consistency

Use of technology as “advisor expert in box”

More Alliances and Partnerships

Updated Product Models

Coordinated Sales efforts

10+% average annual market growth

Wealthy growing at 12%

Emerging wealthy at 11%

Mass affluent at 9%

Lower Gross Margins

Margins largely dependent upon market and

competition

Leading to lower margins at this time

Increasing product specialization

Driving significant delivery and service

complexity

Increasing the importance of retaining

experienced and knowledgeable advisors

Increased

client

desire

for

integrated

and

“Open

Architecture”

based

solutions

Competitors aggressively responding

Market favors large highly integrated players

Banks looking to extend existing capabilities to

new markets

Growth of independent advisors

Key Trends

Outlook Response

Optimize advisory sales and delivery resources across FITB footprint

Restructure Portfolio Management Staffing to focus on HNW

Optimize Private Banker Books of Business –

Achieve Baseline Performance

Adhere to sales to support ratios

Rationalize Resource

Deployments to Drive

Margin Expansion

Move

“Open

Architecture”

and

solution

based

investment

approach

Integrated products with rest of FITB wholesale platform

Expand investment offerings to include alternative investments

Establish a dedicated Private Banking platform for delivering complex services to HNW clients

Deploy distinct and dedicated resources to focus on specific needs of HNW

•

Focus on growing Insurance business with HNW individuals

Product / Service

Differentiation

“Top

Grade”

advisory

sales

team

and

selling

skills

Dramatically

Improve

Sales

Team

Skill

set

–

Develop

“large

deal”

closing

capabilities

Enforce sales effectiveness processes for managing out weak performers

Build consistent brand and image throughout footprint including one branded sales process and

client experience model.

Build

effective

sales

support

function

that

allows

affiliates

increase

focus

sales

Build Effective

Sales Delivery &

Management Capability

Rationalize

the

list

“Right Clients”

for

the

Private

Bank

through

client

segmentation

initiative

Leverage FITB market positions to reach additional clients

Focus on leveraging internal referrals

Leverage Retail and Commercial Partnerships

Increase Product Penetration Rates

Cross-sell Insurance, Wealth Planning, and Investment Management Services

Conduct Wealth Planning for 5/3 employees

Emphasize

Cross-Sell to

existing FITB client base

STRATEGIC FOCUS AND TACTICS

PERFORMANCE THEME

Investment Advisors

•Revenue growth of 2% sequentially, 6% year over year

•Non-interest income impacted by realization of approximately $3 million more in trust tax fees due to earlier

completion of tax filings and recognition in 1Q.

•Expenses grew 4% sequentially and 3% year over year

Investment Advisors

2007

2006

2005

Performance Summary

Second

First

Sequential

Second

YOY

Full

(Dollars in millions)

Quarter

% Change

Quarter

% Change

Year

% Change

Income Statement Data

Net Interest Income (FTE)

16%

125

131

-5%

Non-interest Income

104

102

101

386

376

Total Revenue

141

138

133

511

507

Provision for Credit Losses

-33%

100%

-25%

Non-interest Expense

103

100

383

385

-1%

Income before Taxes

13%

125

118

Income Taxes

18%

Segment Earnings

-4%

10%

Average Balance Sheet Data

Commercial loans

1,879

1,925

-2%

2,020

-7%

2,000

1,730

16%

Consumer loans

1,284

1,185

1,052

22%

1,068

954

12%

Total loans

3,163

3,110

3,072

3,068

2,684

14%

Transaction deposits

4,785

4,651

4,528

4,366

3,888

12%

Core deposits

4,924

4,811

4,658

4,499

3,976

13%

Efficiency Ratio (FTE)

73.05%

71.74%

75.19%

-3%

74.95%

75.94%

-1%

FTE Employees

1,278

1,324

-3%

1,356

-6%

1,347

1,436

-6%

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

phrases

such

“believes,”

“expects,”

“anticipates,”

“plans,”

“trend,”

“objective,”

“continue,”

“remain”

similar

expressions

future

conditional

verbs

such

“will,”

“would,”

“should,”

“could,”

“might,”

“can,”

“may”

similar

expressions.

There

are

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

maintain

required

capital

levels

and

adequate

sources

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

acquired

entities

and/or

the

combined

company

the

businesses

which

Fifth

Third,

one

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

current

shareholders'

ownership

Fifth

Third;

(16)

effects

accounting

financial

results

one

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 Bancorp’s Annual Report on

Form 10-K for the year ended December 31, 2006, filed with the United States Securities and Exchange Commission (SEC). Copies of this

filing

are

available

cost

the

SEC’s

Web

site

www.sec.gov

Fifth

Third’s

web

site

www.53.com.

Fifth

Third

undertakes

obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this report.

Additional Information

Where You Can Find 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.