8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 12, 2008

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):

¨ 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 7.01   Regulation FD Disclosure

On May 12, 2008, Fifth Third Bancorp will present at the UBS Global Financial Services Conferences. A copy of this presentation is attached as Exhibit 99.1. The information in this Form 8-K and the Exhibit attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

Item 9.01   Financial Statements and Exhibits

Exhibit 99.1 Fifth Third Bancorp Presentation.

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)
May 12, 2008	/s/ Daniel T. Poston
	Daniel T. Poston Executive Vice President and Chief Financial Officer

EX-99.1

Fifth Third Bank | All Rights Reserved

UBS

Global Financial Services Conferences

Kevin Kabat, President and CEO

May 12, 2008

Exhibit 99.1

2

Fifth Third Bank | All Rights Reserved

Cincinnati

Florence

Louisville

Lexington

Nashville

Atlanta

Augusta

Orlando

Tampa

Naples

Raleigh

Charlotte

Huntington

Pittsburgh

Cleveland

Columbus

Toledo

Detroit

Grand Rapids

Traverse

City

Chicago

Evansville

Jacksonville

Indianapolis

Fifth Third’s current footprint

First Charter (pending)

St. Louis

Footprint*

Fifth Third overview

*Pro forma as of 3/31/08 for pending acquisition

^

As of 4/28/08

$111 billion assets #14

$11 billion market cap #12

^

1,232 banking centers

2,221 ATMs

18 affiliates in 11 states

3

Fifth Third Bank | All Rights Reserved

1Q08 in review

Difficult quarter due to economic environment

—

BOLI charge and VISA gain distorted financial results

—

Significant 1Q08 increase in charge-offs and provision

Core business momentum remains strong

—

NII growth of 11% versus 1Q07

—

Fee income growth of 22% excluding the impact of significant

unusual items*

—

Average loan growth of 12% and core deposit growth of 5%

(transaction deposit growth of 7%)

—

Operating efficiency ratio

^

of 54%; includes fast growing

payments business (~70% efficiency ratio)

*Reported noninterest income growth was 42%. Comparison excludes $152 million BOLI charge and $273 million Visa IPO gain in 1Q08.

**Loans including held for investment and held for sale; transaction deposits represent core deposits excluding CDs

^

Reported efficiency ratio was 42.3%. Excludes $152 million BOLI charge, $273 million Visa IPO gain, $152 million reversal of Visa litigation expenses and $16 million in

merger-related and severance charges.

4

Fifth Third Bank | All Rights Reserved

FITB

1Q08

Large

bank

peers

(1)          

1Q08

Midwest

peers

(2)            

1Q08

YOY

performance 

vs. peers

Loan growth

12%

7%

10%

Outperformed

Transaction deposit growth

NII growth

7%

11%

4%

9%

5%

10%

Outperformed

Outperformed

Operating fee growth*

22%

2%

7%

Outperformed

Operating efficiency ratio*

Operating ROE**

54%

12%

61%

7%

62%

8.5%

Outperformed

Outperformed

NPA growth

222%

228%

264%

In line

Net charge-off ratio

1.37%

1.02%

0.93%

Underperformed

* Operating data per SNL. Operating fees for all banks exclude VISA gains and BOLI. Operating expenses for all banks excludes Visa-related expenses and expense

reversals and merger-related/severance charges. See slides 4, 6 and 8 for more information regarding FITB results.

** Operating ROE equals First Call consensus EPS times average fully diluted shares divided by average common equity. FITB reported ROE was 12%.

(1)

Large bank peer average consists of BBT, COF, CMA, HBAN, KEY, MTB, MI, NCC, PNC, RF, STI, USB, WB, WM, WFC and ZION; for peer deposit and loan

comparisons, excludes HBAN, NCC, and PNC due to significant impact of acquisitions.

(2)

Midwest peer average consists of HBAN, KEY, MI, CMA, NCC and USB, except where outlined above.

Source: SNL and company reports. Loans include held for investment and held for sale. Core deposits excluding CDs.

Peer performance summary

Continue to outperform on key value drivers; credit challenging

5

Fifth Third Bank | All Rights Reserved

2.75%

3.00%

3.25%

3.50%

3.75%

1Q07

2Q07

3Q07

4Q07

1Q08

$500

$550

$600

$650

$700

$750

$800

$850

Net interest income

NIM

Increasing net interest income

6

Fifth Third Bank | All Rights Reserved

Fee income growth and diversification

$0

$100

$200

$300

$400

$500

$600

$700

$800

$900

1Q07

2Q07

3Q07

4Q07

1Q08

Payment

processing

Deposit

service

charges

Investment    

advisory

Corporate

banking

Mortgage

Secs/other

Reported noninterest income growth 42%. Excludes $152 million BOLI charge and $273 million Visa IPO gain in 1Q08; excludes $177 million BOLI charge in 4Q07.

YOY

growth

+15%

+17%

-3%

+30%

+144%

+10%

7

Fifth Third Bank | All Rights Reserved

FTPS: key growth engine

1Q08 revenue

36%

37%

27%

Merchant

Services

Financial

Institutions

Bankcard

$0

$50

$100

$150

$200

$250

1Q06

2Q06

3Q06

4Q06

1Q07

2Q07

3Q07

4Q07

1Q08

Merchant

Bankcard

FI/EFT

+17%

2-Yr

CAGR

Merchant

•

4th

Largest U.S. Acquirer

•

Over 37,500 merchants

•

$26.7B in credit/debit processing volume

•

Over 5.6B acquired transactions

•

e.g. Nordstrom, Saks, Walgreen's,                             

Office Max, Barnes and Noble, U.S.

Treasury

Financial Institutions

•

2,700 FI relationships

•

877MM POS/ATM transactions

Bankcard

•

$2.0B in outstanding balances

•

1.6MM cardholders

•

Top three Debit MasterCard Issuer

•

23rd

largest U.S. bankcard issuer

YOY

growth

+16%

+10%

+23%

+17%

+6%

8

Fifth Third Bank | All Rights Reserved

Corporate banking

$0

$30

$60

$90

$120

1Q06

2Q06

3Q06

4Q06

1Q07

2Q07

3Q07

4Q07

1Q08

International

Business lending

Derivatives

Capital markets lending fees

2-Yr

CAGR

YOY 

growth

+9%

+48%

+12%

+20%

-2%

+68%

+28%

+42%

International

•

Letters of credit

•

Foreign exchange

Capital markets lending fees

•

Institutional Sales

•

Asset securitization/conduit fees

•

Loan/lease syndication fees

Derivatives

•

Customer interest rate derivatives

Business lending fees

•

Commitment and other loan fees

9

Fifth Third Bank | All Rights Reserved

Strong operating performance…

$0

$100

$200

$300

$400

$500

$600

$700

1Q07

2Q07

3Q07

4Q07

1Q08

Reported

pre-tax

pre-provision

earnings

growth

64%.

Excludes

$152

BOLI

charge,

$273

Visa

IPO

gain,

$152

million

reversal

of

Visa

litigation

expenses

and

$16

million

in

merger-related

and

severance

charges

in

1Q08;

excludes

$177

million

BOLI

charge,

$94

million

in

Visa

litigation

expense,

and

$8

million

in

merger-related

expenses

in

4Q07;

excludes

$78

million

in

Visa

litigation

expense

in

3Q07.

10

Fifth Third Bank | All Rights Reserved

…

offset by current high credit costs

-$600

-$500

-$400

-$300

-$200

-$100

$0

$100

$200

$300

$400

$500

$600

$700

1Q07

2Q07

3Q07

4Q07

1Q08

Net

charge-

offs

Reported

pre-tax

pre-provision

earnings

growth

64%.

Excludes

$152

BOLI

charge,

$273

Visa

IPO

gain,

$152

million

reversal

of

Visa

litigation

expenses

and

$16

million

in

merger-related

and

severance

charges

in

1Q08;

excludes

$177

million

BOLI

charge,

$94

million

in

Visa

litigation

expense,

and

$8

million

in

merger-related

expenses

in

4Q07;

excludes

$78

million

in

Visa

litigation

expense

in

3Q07.

Additional

provision

11

Fifth Third Bank | All Rights Reserved

0

40,000

80,000

120,000

160,000

200,000

240,000

280,000

320,000

Q1 2007

Q2 2007

Q3 2007

Q4 2007

Q1 2008

C&I/Lease

Auto

Credit Card

Other

CRE

Res RE

NCOs

NPAs

0

200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,400,000

1,600,000

1,800,000

Q1 2007

Q2 2007

Q3 2007

Q4 2007

Q1 2008

C&I/Lease

Auto

CRE

Res RE

Res

RE

CRE

NPA, charge-off growth driven by residential, commercial real estate

Res

RE

CRE

Real estate driving credit deterioration

12

Fifth Third Bank | All Rights Reserved

-

200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,400,000

1,600,000

1,800,000

Q1 2007

Q2 2007

Q3 2007

Q4 2007

Q1 2008

Other SE

National

Other MW

NE Ohio

Michigan

Florida

-

40,000

80,000

120,000

160,000

200,000

240,000

280,000

320,000

Q1 2007

Q2 2007

Q3 2007

Q4 2007

Q1 2008

Other SE

National

Other MW

NE Ohio

Michigan

Florida

NCOs

NPAs

Stressed

markets

Stressed

markets

Michigan and Florida: most stressed markets

NPA, charge-off growth driven by Florida and Michigan

13

Fifth Third Bank | All Rights Reserved

Credit containment

Eliminated all brokered home equity production

Suspended all new developer lending

Significantly tightened underwriting limits and exception

authorities

Major expansion of commercial and consumer workout teams

Aggressive write downs in stressed geographies

Significant addition to reserve levels

Direct executive management oversight of every major credit

decision

Fifth Third has moved aggressively to stay ahead of emerging credit issues

14

Fifth Third Bank | All Rights Reserved

Strong capital positioning

Tangible Common Equity as

% of Tangible Assets

Tier 1 Ratio

As of 3/31/08; MI as of 12/31/07

Peer group: U.S. banks sharing similar geography or debt ratings.

Source: SNL and company reports

Target : 6-6.5%

Target : 7.5-8%

10.22%

9.00%

8.60%

8.09%

7.72%

7.55%

7.50%

7.35%

7.25%

6.65%

MI

BBT

USB

KEY

FITB

HBAN

WB

CMA

STI

NCC

9.01%

7.64%

6.53%

6.22%

5.46%

5.30%

5.00%

4.66%

4.35%

6.85%

MI

CMA

KEY

STI

FITB

BBT

USB

NCC

HBAN

WB

Total Capital

Target : 11-11.5%

14.10%

14.07%

12.60%

12.10%

11.90%

11.34%

11.00%

11.00%

10.86%

10.28%

BBT

MI

USB

WB

KEY

FITB

CMA

STI

HBAN

NCC

9.46%

8.96%

8.28%

8.10%

7.30%

7.20%

6.82%

6.49%

6.20%

8.86%

MI

KEY

CMA

FITB

USB

BBT

STI

HBAN

NCC

WB

Leverage

15

Fifth Third Bank | All Rights Reserved

Fifth Third differentiators

Integrated affiliate delivery model

Aggressive sales culture

Operational efficiency

Streamlined decision making

Integrated payments platform (FTPS)

Acquisition integration

Customer satisfaction

16

Fifth Third Bank | All Rights Reserved

Fifth Third: building a better tomorrow

Consistently outperform the U.S. banking industry

Deliver growth in excess of industry

Enhance the customer experience

Increase employee engagement

Institutionalize enterprise operational excellence

17

Fifth Third Bank | All Rights Reserved

Appendix

18

Fifth Third Bank | All Rights Reserved

Diversified loan portfolio

$48 billion commercial loan portfolio

91% secured

$1.0 million average outstanding

$1.9 million average exposure

1Q08 NCOs: 121 bps

$33 billion consumer loan portfolio

95% secured

66% secured by real estate, 26% by auto

Real estate portfolio

77% weighted average CLTV

Weighted average origination FICO 735

58% first lien secured

No subprime originations

1Q08 NCOs: 158 bps

Coml Lease

5%

Resi Mortgage

12%

Home Equity

15%

Auto

10%

Credit Card

2%

C&I

33%

Commercial

Mortgage

15%

Coml Const

7%

Other Cons

1%

Distributed by type*

Geography Distribution*

Other

15%

Florida

10%

National

18%

Ohio

27%

Michigan

19%

Illinois

11%

*1Q08 end of

period balances

19

Fifth Third Bank | All Rights Reserved

Nonperforming assets

Total

NPAs

of

$1.6B,

or

196

bps

Commercial

NPAs

of

$1.1B;

recent

growth

driven

by

commercial

construction

and

real

estate,

particularly

in

Michigan,

Northern

Ohio,

and

Florida

Consumer

NPAs

of

$534M;

recent

growth

driven

by

residential

real

estate,

particularly

in

Michigan

and

Florida

98%

of

commercial

and

98%

of

consumer

NPAs

are

secured

21%

11%

13%

2%

19%

22%

12%

32%

3%

8%

2%

7%

25%

23%

29%

9%

5%

10%

18%

17%

12%

31%

4%

5%

1%

2%

35%

22%

C&I (20%)

CRE (47%)

Residential (31%)

Other Consumer (2%)

ILLINOIS

INDIANA

FLORIDA

OTHER

KENTUCKY

OHIO

MICHIGAN

Residential

$494M

31%

C&I

$315M

20%

Other

$39M

2%

CRE

$743M

47%

Reported NPAs by loan type

20

Fifth Third Bank | All Rights Reserved

Commercial real estate portfolio

Commercial real estate (CRE)

Total outstandings

$17.8B

—

Commercial mort     $12.2B (45% owner

occ’d)

—

Construction

5.6B (19% owner

occ’d)

Total CRE

17.8B (37% owner

occ’d)

Total CRE exp        $21.7B

—

Average size by Relationship   $910K

—

37% of commercial loans, 22% of total loans

Problem assets

—

NPAs

$743MM (4.18%)

—

> 90 days past due      146MM (0.82%)

—

1Q08 charge-offs         105MM (2.40%)

CRE

collateral

type

All data as of 3/31/2008

Homebuilders and residential development

Total outstandings

$2.7B

~6% of commercial loans, ~15% of CRE

Crown contributed $313MM to totals

Problem assets

—

NPAs

$309MM (11.42%)

—

> 90 days past due                      60MM (2.21%)

—

1Q08 charge-offs                         42MM (6.32%)

Geography

Other MW

27%

MI

24%

Other SE

9%

NE OH

6%

FLA

34%

Office

20%

Devel'd

land

6%

Raw

land

11%

Indu

12%

Apts

14%

Retail

18%

Other

19%

Other MW

11%

MI

28%

Other SE

2%

NE OH

17%

FLA

42%

Loans

NPAs

Making no new loans to builder/developer

sector

21

Fifth Third Bank | All Rights Reserved

Residential real estate -

topical areas*

* All data as of 3/31/08

No subprime originations

Alt A originations for delivery only

OH

25%

FL

34%

IL

6%

KY

5%

MI

16%

IN

6%

Other

8%

Home equity: $11.8B outstanding

1st

liens: 23%; 2nd

liens: 77%  (17% of 2nd

liens behind FITB 1st

s)

Weighted average origination FICO: 742

Origination FICO distribution: <659 5%; 660-689 10%; 690-719 16%; 720-749 20%; 750+ 50%

Weighted average CLTV: 78% (1st

liens 64%; 2nd

liens 82%)Origination CLTV distribution: <70 28%; 70.1-

80 21%; 80.1-90 21%; 90.1-100 29%; >100 1%

Vintage distribution: 2008 2%; 2007 16%; 2006 20%; 2005 18%; 2004 13%; prior to 2004 32%

%

through

broker

channels:

22%

WA

FICO:

734

brokered,

745

direct;

WA

CLTV:

89%

brokered;

74%

direct

NPAs: $162MM (1.37%); over 90s: $76MM (0.64%); 2007 Charge-offs: $97 million (0.82%); 2008 YTD

Charge-offs: $41 million YTD (1.39%)

Mortgage: $9.9B outstanding

1st

liens: 100% ; weighted average LTV: 77%; weighted average origination FICO: 724

Origination FICO distribution:  <659 13%; 660-689 11%; 690-719 17%; 720-749 18%; 750+ 40%

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

Origination LTV distribution: <70 26%; 70.1-80 42%; 80.1-90 12%; >90.1 20%

% through broker: 11%

NPAs: $333MM (3.33%); over 90s: $192MM (1.92%); 2007 Charge-offs: $43MM YTD (0.48%);

2008 YTD Charge-offs:  $34MM (1.33%)

IL

10%

KY

9%

FL

7%

OH

33%

MI

23%

IN

11%

Other

7%

22

Fifth Third Bank | All Rights Reserved

•

Michigan represented 23% of direct loans and 53% of

direct losses in 1Q08

•

TDRs and other early interventions actively pursued in

stressed areas ($86MM in 1Q08)

•

CLTV cap of 90% except for highest quality,

relationship borrowers

•

Loans, LTVs, FICOs, and debt-to-income are risk-tiered

0

2,000

4,000

6,000

8,000

10,000

Balance

NCOs

0

5

10

15

20

25

30

HEA

Other retail brokered

Home equity

•

Brokered home equity: 22% of loans, 56% of 1Q08

charge-offs

•

HEA represented 8% of home equity loans and 31%

of 1Q08 charge-offs

•

Reduced

brokered

originations

by

64%

during

2007

and

have

shut

down

channel

completely

Other

KY

IN

OH

MI

FL

IL

Brokered

Direct

0

2,000

4,000

6,000

8,000

10,000

Balance

NCOs

0

5

10

15

20

25

30

23

Fifth Third Bank | All Rights Reserved

Loans

(bn)

% of

FITB

NPAs

(mm)

% of

FITB

NCOs

(mm)

% of

FITB

C&I

4.83

18%

69

23%

8.5

24%

Commercial mortgage

3.76

31%

114

35%

21.0

64%

Commercial construction

1.16

21%

119

29%

47.1

65%

Commercial lease

0.22

6%

2

15%

-

-

Commercial

9.98

21%

304

29%

76.6

54%

Residential mortgage

0.92

9%

109

33%

5.0

14%

Home equity

2.55

22%

54

33%

11.8

29%

Auto

1.17

14%

4

16%

4.5

13%

Credit card

0.30

18%

3

19%

3.8

19%

Other consumer loan and leases

0.10

10%

0

4%

0.6

12%

Consumer

5.04

15%

170

32%

25.6

19%

Total

15.02

19%

474

30%

102.2

37%

Michigan market

Total Loans

Home Equity

17%

Credit Card

2%

Auto

8%

Resi Mortgage

6%

Coml Lease

1%

C&I

32%

Commercial

Mortgage

25%

Coml Const

8%

Other Cons

1%

NPAs

Home Equity

11%

Credit Card

1%

Auto

1%

Resi Mortgage

23%

Coml Lease

0%

C&I

15%

Commercial

Mortgage

24%

Coml Const

25%

Net charge-offs

Auto

4%

Other Cons

1%

Credit Card

4%

Home Equity

12%

Resi Mortgage

5%

C&I

8%

Commercial

Mortgage

21%

Coml Const

45%

Summary:

Deterioration in home price values coupled with weak economy (unemployment rate

of 7.4%) impacting credit trends due to frequency of defaults and severity

Issues: homebuilders, developers

tied to weak real estate market

Issues:  valuations, economy,

unemployment

Economic weakness impacts

commercial real estate market

Issues:  valuations, economy,

unemployment

24

Fifth Third Bank | All Rights Reserved

Florida market

NPAs

Auto

1%

Home Equity

3%

Resi Mortgage

29%

C&I

10%

Commercial

Mortgage

19%

Coml Const

38%

Net charge-offs

Auto

4%

Other Cons

1%

Credit Card

2%

Home Equity

8%

Resi Mortgage

32%

C&I

11%

Commercial

Mortgage

11%

Coml Const

31%

Loans

(bn)

% of

FITB

NPAs

(mm)

% of

FITB

NCOs

(mm)

% of

FITB

C&I

1.95

7%

39

13%

5.8

16%

Commercial mortgage

1.94

16%

75

23%

6.0

18%

Commercial construction

1.30

23%

147

35%

17.1

24%

Commercial lease

-

-

-

-

-

-

  Commercial

5.19

11%

261

25%

28.9

21%

Residential mortgage

1.41

14%

111

33%

17.1

50%

Home equity

0.79

7%

10

6%

4.4

11%

Auto

0.39

5%

3

13%

2.3

6%

Credit card

0.08

4%

0

3%

1.0

5%

Other consumer loan and leases

0.10

10%

0

26%

0.5

11%

  Consumer

2.77

8%

125

24%

25.2

19%

  Total

7.96

10%

386

24%

54.1

20%

Summary:

Deterioration in real estate values having effect on credit trends as evidenced by

increasing NPA/NCOs in real estate related products

Issues: homebuilders, developers

tied to weakening real estate market

Issues: increasing severity of loss

due to significant declines in

valuations

Issues: valuations; relatively small

home equity portfolio

Total Loans

Home Equity

10%

Credit Card

1%

Auto

5%

Resi Mortgage

18%

C&I

25%

Commercial

Mortgage

24%

Coml Const

16%

Other Cons

1%

25

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; (19) the impact

of reputational risk created by these developments on

such matters as business generation and retention, funding and liquidity; and (20) deteriorating credit quality. 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, 2007,

filed with the United States Securities and Exchange Commission (SEC). 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 report.