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): June 18, 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 June 18, 2008, Fifth Third Bancorp commenced presentations to prospective investors in the Bancorp’s proposed public offering of convertible preferred stock, which was announced by the Bancorp earlier today. A copy of this presentation is attached as Exhibit 99.1. The information in Exhibit 99.1 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.

On June 18, 2008, Fifth Third Bancorp issued a letter to its shareholders discussing its capital plans. A copy of this letter is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The information in this letter 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 Investor Presentation dated June 18, 2008 (solely “furnished” and not “filed” for the purposes of the Securities Exchange Act of 1934, as amended)

Exhibit 99.2 Letter to Shareholders dated June 18, 2008 (solely “furnished” and not “filed” for the purposes of the Securities Exchange Act of 1934, 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)
June 18, 2008	/s/ Daniel T. Poston
	Daniel T. Poston
	Executive Vice President and Chief Financial Officer

EX-99.1

Fifth Third Bank | All Rights Reserved

Investor Update

June 18, 2008

Before reviewing this presentation, please carefully review

the cautionary statements preceding the discussion

Exhibit 99.1

2

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

and

weakening

in

the

economy,

specifically

the

real

estate

market,

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)

deteriorating

credit

quality;

(3)

political

developments,

wars

or

other

hostilities

may

disrupt

or

increase

volatility

in

securities

markets

or

other

economic

conditions;

(4)

changes

in

the

interest

rate

environment

reduce

interest

margins;

(5)

prepayment

speeds,

loan

origination

and

sale

volumes,

charge-offs

and

loan

loss

provisions;

(6)

Fifth

Third’s

ability

to

maintain

required

capital

levels

and

adequate

sources

of

funding

and

liquidity;

(7)

changes

and

trends

in

capital

markets;

(8)

competitive

pressures

among

depository

institutions

increase

significantly;

(9)

effects

of

critical

accounting

policies

and

judgments

and

the

use

of

estimates

for

results

of

current

or

future

periods

;

(10)

changes

in

accounting

policies

or

procedures

as

may

be

required

by

the

Financial

Accounting

Standards

Board

or

other

regulatory

agencies;

(11)

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;

(12)

ability

to

maintain

favorable

ratings

from

rating

agencies;

(13)

fluctuation

of

Fifth

Third’s

stock

price;

(14)

ability

to

attract

and

retain

key

personnel;

(15)

ability

to

receive

dividends

from

its

subsidiaries;

(16)

potentially

dilutive

effect

of

future

acquisitions

on

current

shareholders'

ownership

of

Fifth

Third;

(17)

effects

of

accounting

or

financial

results

of

one

or

more

acquired

entities;

(18)

difficulties

in

combining

the

operations

of

acquired

entities;

(19)

ability

to

secure

confidential

information

through

the

use

of

computer

systems

and

telecommunications

networks;

and

(20)

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,

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

the

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.

3

Fifth Third Bank | All Rights Reserved

Securities law statement

Fifth Third Bancorp has filed a registration statement (including prospectus) with the SEC for the securities offerings

discussed

in

this

presentation.

Before

you

would

invest

in

such

securities,

you

should

read

the

prospectus

in

that

registration

statement, the related preliminary prospectus supplements and other documents that Fifth Third Bancorp has filed with the

SEC for more complete information about Fifth Third Bancorp and these offerings.  You may obtain these documents for free

by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, Fifth Third Bancorp, the underwriter or any dealer

participating in the offerings will arrange to send you the relevant prospectus and prospectus supplements if you request it by

contacting Goldman, Sachs & Co. Attention: Prospectus Department, 100 Burma Road, Jersey City, NJ 07305, or by calling

toll-free

(866)

471-2526

or

by

facsimile

at

(212)

902-9316;

Credit

Suisse

Securities

(USA)

LLC,

Prospectus

Department,

One

Madison Avenue, New York, NY 10010, 1-800-221-1037; or Merrill Lynch & Co., Attention: Prospectus Department, 4 World

Financial Center, New York, NY 10080, 212-449-1000.

4

Fifth Third Bank | All Rights Reserved

Description of the capital offering

$1.0 billion (+ 15% greenshoe)

Size of Offering

Maturity

Non-Cumulative Dividend

Conversion Right

Conversion Premium

Put / Call Features

Forced Conversion

Perpetual

[TBD]% per annum; payable

quarterly

Convertible into common at any

time at the option of the holder

[TBD]%

None

After 5 years, Issuer may force

conversion if stock price exceeds

130% of conversion price

Convertible Preferred Stock

Dividend Stopper

No dividends on junior stock if

convert dividend not paid

Security

5

Fifth Third Bank | All Rights Reserved

Capital actions

•

Management developed a capital plan designed to help ensure strong regulatory

capital and tangible equity levels, positioning the bank to absorb losses and

provisions significantly in excess of current levels and environmental conditions

through 2009

Revising Tier 1 capital target range to 8-9%

–

Total capital target raised

–

Tangible equity/tangible assets

•

Strengthening Fifth Third’s capital position through the following capital actions:

–

Capital issuance

–

Subject to market conditions, plan to issue $1 billion

of Tier 1 capital in the form of convertible preferred securities -

achieves

new Tier 1 target immediately

–

Dividend reduction

-

Reducing quarterly common dividend by $166

million, from $0.44 to $0.15

–

Asset sales/dispositions –

Near-term sale of non-core businesses to

supplement common equity capital, if successfully completed, by

additional $1 billion or more

Capital actions assume further deterioration of credit and economic environment

and are intended to maintain a Tier 1 ratio within target range through credit cycle

without further issuance

6

Fifth Third Bank | All Rights Reserved

Pro forma capital ratio comparison

6-7%

11.5-12.5%

8-9%

Target

N/A

10%

6%

Regulatory well

capitalized

minimums

6.3%

6.22%

TE/TA

12.2%

11.34%

Total Capital

7.72%

1Q-

2008

8.5%

2Q-2008 Pro

forma*

Tier 1

Capital Ratio

* Pro forma for $1B preferred capital issuance and a quarterly dividend reduction to $0.15 per share.

7

Fifth Third Bank | All Rights Reserved

Agenda

Overview of Fifth Third

Second quarter review

—

Credit costs overshadow continuing strong performance

Credit update

—

Trends remain negative, driven primarily by residential and

commercial real estate

—

Increased charge-off expectations; credit forecast review

Summary

Appendix

8

Fifth Third Bank | All Rights Reserved

Naples

Fifth Third overview

^

As of 3/31/2008

*

As of 6/16/2008

**

Nilson, March 2008

$111

billion

assets

#14

^

$7

billion

market

cap

#15

*

1,315 banking centers

Over 2,250 ATMs

18 affiliates in 12 states

World’s

5

th

largest

merchant

acquirer

**

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

St. Louis

9

Fifth Third Bank | All Rights Reserved

Diversified franchise

38%

12%

31%

10%

9%

2007 Revenue -

$6.0 billion*

Branch

Banking

$2.2B

FTPS

$736M

Investment

Advisors

$562M

Commercial

Banking

$1.9B

Consumer Lending

$601M

Branch Banking (36% of earnings)

Retail & Business banking

2.8 million households

Over 1,200 banking centers, over 2,200 ATMs

Commercial Banking (41%)

Corporate & Middle Market Lending, Treasury Services,

International Trade Finance, Commercial leasing and

syndicated finance

Processing Solutions (9%)

Over 155,000 merchant locations

Processes transactions for over 2,600 Financial

Institutions

3

rd

leading

issuer

of

MasterCard

Branded

debit

cards¹

Consumer Lending (8%)

9,300 dealer indirect auto lending network

$35 billion mortgage servicing portfolio

Federal and private student education loans

Investment Advisors (6%)

800 Registered Representatives

338 Private Bank Relationship Managers

Over 81,000 Private Bank Relationships

*Represents tax-equivalent revenue. Excludes eliminations/other revenue.

Data: 2007 10-K; all as of 12/31/2007

1

Source

Media

2007

edition

10

Fifth Third Bank | All Rights Reserved

Fifth Third differentiators

Integrated affiliate delivery model

Strong sales culture

Operational efficiency

Streamlined decision making

Integrated payments platform (FTPS)

Acquisition integration

Customer satisfaction

11

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

Net interest margin

Increasing net interest income

Net interest margin and net interest income expected to continue

to trend higher

in 2Q08 –

NII expected up more than 10% year-over-year and NIM 3.40+

12

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%

2Q08 non-interest income expected to grow more than 10% from a year ago

13

Fifth Third Bank | All Rights Reserved

Strong operating performance offset by current

high credit costs

-$600

-$400

-$200

$0

$200

$400

$600

$800

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

Strong operating results and reserve build continue in 2Q08;   

pre-tax pre-provision earnings expected >10%

14

Fifth Third Bank | All Rights Reserved

2Q08 operating trends/outlook

Operating trends remain strong and generally exceed expectations

NII growth of more than 10% compared with 2Q07

Average loans expected to grow 10%+ vs. 2Q07

—

Average core deposit growth of approximately 3% vs. 2Q07, transaction deposits +5%

—

2Q08 NIM estimated to exceed 3.40%, similar to 1Q08

Noninterest income growth of more than 10% compared with 2Q07

—

Excluding Visa gain and securities gains, growth of 3% sequentially*

Noninterest expense growth of more than 10% compared with 2Q07, core expense growth

approximately 4%**

Full year 2008 outlook

—

Operating trends currently expected to remain strong

—

Potential charge related to lease litigation; believe a maximum exposure of $250 million***

First Charter acquisition closed 6/6/08: had modest effect on growth rates, margins

Note:

all

growth

rates,

ratios,

dollar

expectations

are

approximations

and

estimates

based

on

current

forecast;

subject

to

change;

please

refer

to

risk

factors

on

page

2

*Reported noninterest income expected to decline approximately 15% due to effect $273mm Visa gain and $29mm in securities gains in 1Q08

**Excludes the following: First Charter merger-related charges, 2 percent; effect of acquisition of First Charter; 1 percent; effect of acquisition of

R-G Crown, 1 percent; effect of adoption of FAS 159 for mortgage originations, 2 percent; and the effect of growth in provision expense for

unfunded commitments, 3 percent.

***If June 30, 2008 measurement date

15

Fifth Third Bank | All Rights Reserved

Credit trends/outlook

2Q08 annualized charge-off ratio of approximately 1.60-1.65%; total provision expense of

approximately $700-725 million ($350-375 million in excess of charge-offs)

—

Estimated allowance to loan ratio of 1.8% at 2Q08

—

NPAs up 40-45% compared with 1Q08 to approximately $2.3 billion or 2.6%

Full year 2008 outlook

—

Full year charge-off ratio expected to be approximately 160-165 bps

—

NPAs expected to continue to grow, although at lower growth rate

than experienced in

recent quarters

—

Provision expense expected to continue to exceed charge-offs; allowance to loan ratio

currently expected to build to over 2% by year-end, subject to the results of our reserve

modeling and actual results and trends.

Note:

all

growth

rates,

ratios,

dollar

expectations

are

approximations

and

estimates

based

on

current

forecast;

subject

to

change;

please

refer

to

risk

factors

on

page

2

16

Fifth Third Bank | All Rights Reserved

Provision levels:

Well ahead of stressed losses

$462

$276

$628

$544

$340-

$350

$1,300-

$1,400

$700-

$725

$0

$1,000

$2,000

$3,000

2007

1Q08

2Q08

FY08

Net charge-offs

Provision

1.17%

1.49%

1.8%

>2%

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

2007

1Q08

2Q08

FY08

Allowance for Loan and Lease Losses

FY09

•

Charge-offs

expected to be

above 2008 levels

•Continue

provision build

FY09

•Expect allowance

for loan losses

>2%

2H08 provision

dependent on credit

results and

allowance model

2% allowance

17

Fifth Third Bank | All Rights Reserved

15.2%

14.1%

13.4%

12.8%

12.6%

12.6%

12.2%

12.1%

12.0%

11.9%

11.8%

11.8%

11.1%

11.0%

10.7%

10.9%

11.4%

12.3%

12.1%

10.3%

NCC

BBT

WB

KEY

USB

MI

FITB -

PF ¹

HBAN

RF

MTB

ZION

PNC

CMA

STI

Capital position

Tangible Equity /

Tangible Assets

Tier 1

Total Capital Ratio

Source: SNL and company filings. Reported capital ratios adjusted for recent acquisitions and capital issuances based on public filings. KEY adjusted for announced $1.2bn after-tax loss             

associated with leveraged lease obligations and subsequent $1.65bn capital raise.  PNC pro forma for $560mm acquisition of Sterling Financial completed in Apr-2008.

¹

FITB forecast; pro forma for $1.0bn capital issuance. No disposition of businesses included.

1Q 08 - Standalone

1Q 08 - Pro Forma for Recent Capital Issuances

5.5%

7.7%

7.6%

11.4%

11.1%

Peers 1Q08

FITB 2Q08¹

9.7%

7.7%

7.6%

7.3%

6.5%

6.3%

6.2%

6.2%

5.7%

5.5%

5.4%

5.3%

4.9%

4.6%

5.0%

4.3%

4.3%

4.7%

5.9%

6.5%

6.9%

NCC

MI

CMA

KEY

STI

FITB

-

PF ¹

ZION

RF

HBAN

BBT

WB

USB

MTB

PNC

6.7%

7.6%

8.3%

7.4%

8.6%

11.4%

9.0%

8.8%

8.8%

8.7%

8.7%

8.6%

8.5%

8.0%

7.6%

7.6%

7.6%

7.4%

7.2%

7.3%

7.2%

NCC

BBT

MI

HBAN

KEY

WB

USB

FITB

-

PF ¹

PNC

ZION

MTB

RF

CMA

STI

18

Fifth Third Bank | All Rights Reserved

Credit Deterioration

Economic environment continues to be challenged; significant stress on real

estate and real estate related portfolios, with Florida and Michigan particularly

hard hit

Recently

conducted

intensive

review

of

loan

portfolio

to

develop

credit

forecast for 2H 2008 and 2009

—

Top-down and bottoms-up analysis with particular focus on RE / RE-

related portfolios

—

Development

of

stress

scenarios

to

forecast

potential

losses

and

test

adequacy of capital actions

—

Homebuilder / developer

—

Commercial mortgage

—

Home equity

—

Commercial construction

19

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

Comercial lease

5%

Home Equity

15%

Auto

10%

Credit Card

2%

Residential

mortgage

12%

C&I

33%

Commercial

Mortgage

15%

Commercial

construction

7%

Other Consumer

1%

Distributed by type

Geography Distribution

Other

15%

Florida

10%

National

18%

Ohio

27%

Michigan

19%

Illinois

11%

All as of 3/31/2008

20

Fifth Third Bank | All Rights Reserved

Credit by portfolio

C&I

13%

Home equity

15%

Auto

13%

Other

consumer

2%

Residential

mortgage

12%

Commercial

mortgage

12%

Commercial

construction

26%

Card

7%

MI

36%

KY

2%

Other

13%

IL

6%

OH

16%

IN

7%

FL

20%

Net charge-offs by loan type

Net charge-offs by geography

($ in millions)

C&I

Commercial

mortgage

Commercial

construction

Commercial

lease

Total

commercial

Residential

mortgage

Home

equity

Auto

Credit

card

Other

consumer

Total

consumer

Total loan &

lease

Loan balances

$26,590

$12,155

$5,592

$3,727

$48,065

$9,873

$11,803

$8,394

$1,686

$1,066

$32,821

$80,886

% of total

33%

15%

7%

5%

59%

12%

15%

10%

2%

1%

41%

100%

Non-performing assets

$305

$325

$418

$11

$1,058

$333

$162

$26

$13

$1

$534

$1,592

NPA ratio

1.15%

2.67%

7.47%

0.29%

2.20%

3.33%

1.37%

0.30%

0.76%

0.09%

1.62%

1.96%

Net charge-offs

$36

$33

$72

$0

$141

$34

$41

$35

$20

$5

$135

$275

Net charge-off ratio

0.57%

1.10%

5.20%

0.00%

1.21%

1.33%

1.39%

1.52%

4.78%

1.78%

1.58%

1.37%

All as of 3/31/2008

21

Fifth Third Bank | All Rights Reserved

Commercial construction

FL

23%

KY

5%

IL

7%

MI

21%

IN

8%

Other

5%

OH

31%

Services

3%

Other

5%

Health care

2%

Finance

2%

Retail trade

2%

Manufacturing

1%

Construction

40%

Individuals

1%

Real Estate

44%

Loans by geography*

Credit trends

Loans by industry*

Comments

($ in millions)

1Q07

2Q07

3Q07

4Q07

1Q08

Balance

$5,688

$5,469

$5,463

$5,561

$5,592

90+ days delinquent

$20

$33

$54

$67

$49

90+ days ratio

0.35%

0.60%

0.99%

1.21%

0.87%

NPAs

$59

$66

$106

$257

$418

as % of loans

1.03%

1.21%

1.94%

4.61%

7.47%

Net charge-offs

$6

$7

$5

$12

$72

as % of loans

0.37%

0.48%

0.35%

0.83%

5.20%

Commercial construction

*As of 3/31/2008

•

Declining valuations in residential and land

developments

•

Higher concentrations in now stressed markets (Florida

and Michigan)

•

Continued stress expected through 2008

22

Fifth Third Bank | All Rights Reserved

Homebuilder/developer

Credit trends

Loans by property type*

Comments

Other MW

27%

MI

24%

Other SE

9%

NE OH

6%

FLA

34%

Resi

23%

Other

18%

Land

59%

*Current definition not in use prior to 3Q07

($ in millions)

3Q07

4Q07

1Q08

Balance

$2,594

$2,868

$2,705

90+ days delinquent

$50

$57

$60

90+ days ratio

1.94%

1.99%

2.21%

NPAs

$78

$176

$309

as % of loans

3.01%

6.14%

11.42%

Net charge-offs

$4

$8

$43

as % of loans

0.54%

1.11%

6.32%

Homebuilders/developers*

*As of 3/31/2008

•

Making no new loans to builder/developer sector

•

Residential & land valuations under continued stress

•

Balance < 6% of Commercial Loans; <3% of total

gross loans

•

Balance by product approx. 52% Construction, 38%

Mortgage, 10%

C&I

C&I

10%

Mortgage

38%

Construction

52%

Portfolio split*

Loans by geography*

23

Fifth Third Bank | All Rights Reserved

Residential mortgage

1

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%

Vintage

distribution:

2008

3%;

2007

19%;

2006

18%;

2005

30%;

2004

15%;

prior

to

2004

15%

%

through

broker:

11%;

performance

similar

to

direct

OH

25%

FL

34%

IL

6%

KY

5%

MI

16%

IN

6%

Other

8%

Loans by geography*

Credit trends

Portfolio details*

Comments

($ in millions)

1Q07

2Q07

3Q07

4Q07

1Q08

Balance

$8,484

$8,477

$9,057

$10,540

$9,873

90+ days delinquent

$78

$98

$116

$186

$192

90+ days ratio

0.91%

1.14%

1.27%

1.75%

1.92%

NPAs

$103

$112

$150

$216

$333

as % of loans

1.21%

1.30%

1.64%

2.03%

3.33%

Net charge-offs

$7

$9

$9

$18

$34

as % of loans

0.32%

0.43%

0.41%

0.72%

1.33%

Consumer mortgage

*As of 3/31/2008

46% of total portfolio accounts for approximately    

87% of total loss

34% FL concentration driving 65% total loss

FL lots ($447mm) running at 13% annualized loss

rate

Mortgage company originations targeting 95%

salability

st

24

Fifth Third Bank | All Rights Reserved

1

liens:

23%;

2

liens:

77%

(17%

of

2

liens

behind

FITB

1

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%;

2 

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

Home equity

Portfolio details*

Comments

*As of 3/31/2008

OH

25%

FL

3%

IL

11%

KY

8%

MI

20%

IN

10%

Other

24%

OH

36%

FL

8%

IL

10%

KY

10%

MI

23%

IN

11%

Other

2%

Brokered loans by geography*

Direct loans by geography*

Credit trends

($ in millions)

1Q07

2Q07

3Q07

4Q07

1Q08

Balance

$2,903

$2,810

$2,746

$2,713

$2,651

90+ days delinquent

$21

$24

$30

$34

$33

90+ days ratio

0.73%

0.86%

1.08%

1.25%

1.26%

Net charge-offs

$9

$9

$14

$17

$23

as % of loans

1.11%

1.19%

1.94%

2.52%

3.29%

Home equity - brokered

($ in millions)

1Q07

2Q07

3Q07

4Q07

1Q08

Balance

$9,023

$8,970

$8,991

$9,161

$9,152

90+ days delinquent

$37

$37

$34

$38

$43

90+ days ratio

0.41%

0.41%

0.38%

0.41%

0.47%

Net charge-offs

$9

$11

$14

$15

$18

as % of loans

0.35%

0.48%

0.59%

0.66%

0.78%

Home equity - direct

Approximately

22%

of

portfolio

concentration

in

broker

product

driving

approximately

52%

total

loss

Portfolio

experiencing

increased

loss

severity

(losses

on

2

liens

approximately

100%)

Aggressive

home

equity

line

management

strategies

in

place

st

st

nd

nd

nd

25

Fifth Third Bank | All Rights Reserved

Credit containment actions

Eliminated all brokered home equity production in 2007

Suspended all new developer and non-owner occupied commercial property

lending

New concentration limits for Commercial portfolio

Implemented Watch and Criticized Asset Reduction initiative

Significantly tightened underwriting limits and exception authorities

Implemented aggressive home equity line management program

Expanded consumer credit outreach program

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

26

Fifth Third Bank | All Rights Reserved

Financials as of 3/31/2008

Conservative balance sheet

Diversified earning asset mix

Strong core deposit funding

76%

Loans

11%

Cash and due

from banks

Securities

Other assets

11%

2%

8%

58%

Core Deposits

Other Deposits

Equity

Fed Funds and

Other short-term

borrowings

Other

liabilities

Long-term

debt

12%

4%

9%

9%

Low reliance on short-term and wholesale funding

27

Fifth Third Bank | All Rights Reserved

Fifth Third corporate debt ratings

#

Date of most recent change in rating or outlook

Sub

Senior

AA

A+

AA-

Aa2

Fifth Third Bank (MI)

AA (low)

A

A+

Aa3

Stable

6/18/08

A

A+

A

A+

Fitch

AA

AA-

Aa2

Senior

Fifth Third Bank (OH)

AA (low)

A+

Aa3

Sub

3/18/08

3/18/08

6/18/08

Rating

Date

#

Current

Outlook

Fifth Third Bancorp

Negative

Negative

Review for possible

downgrade

A (high)

A

A1

Sub

AA (low)

DBRS

A+

S&P

Aa3

Moody’s

Senior

28

Fifth Third Bank | All Rights Reserved

Summary and priorities

While credit conditions continue to deteriorate, Fifth Third is taking aggressive

steps to ensure it is well positioned to weather a challenging environment

—

Delivery of strong operating results remains a hallmark of Fifth

Third despite sluggish

economy

—

Active credit monitoring and management is top priority of the organization

Management’s credit loss projections reflect an expectation of a continuing

deterioration in the credit environment and incorporate significant stress

—

Expected credit losses in 2008 and potential 2009 scenarios assume significant stress

relative to 1H08 levels

—

Provisions significantly exceed net charge-offs, building allowance to absorb portfolio losses

Actions and plans will materially enhance the company’s capital position and

provide cushion for significant additional stress beyond current

expectations

29

Fifth Third Bank | All Rights Reserved

Appendix

30

Fifth Third Bank | All Rights Reserved

0

40

80

120

160

200

240

280

320

1Q07

2Q07

3Q07

4Q07

1Q08

C&I/Lease

Auto

Credit Card

Other

CRE

Res RE

NCOs

NPAs

0

200

400

600

800

1,000

1,200

1,400

1,600

1,800

1Q07

2Q07

3Q07

4Q07

1Q08

C&I/Lease

Auto

CRE

Res RE

Res

RE

CRE

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

Res

RE

CRE

Real estate driving credit deterioration

31

Fifth Third Bank | All Rights Reserved

-

40

80

120

160

200

240

280

320

1Q07

2Q07

3Q07

4Q07

1Q08

Other SE

National

Other MW

NE Ohio

Michigan

Florida

NCOs

NPAs

Stressed

markets

Stressed

markets

Michigan and Florida: most stressed markets

NPA and charge-off growth driven by Florida and Michigan

-

200

400

600

800

1,000

1,200

1,400

1,600

1,800

1Q07

2Q07

3Q07

4Q07

1Q08

Other SE

National

Other MW

NE Ohio

Michigan

Florida

EX-99.2

Exhibit 99.2

Fifth Third Bancorp Fifth Third Center 38 Fountain Square Plaza Cincinnati, Ohio 45263   Kevin T. Kabat President & Chief Executive Officer

June 18, 2008

Dear Fellow Shareholder:

I am writing to tell you that today our company announced several important actions to help ensure that Fifth Third Bank is appropriately positioned to remain the strong and vital company that it has been for 150 years.

We are taking these actions to fortify our balance sheet and improve the quality and composition of our capital base. These actions reflect our commitment to protect the health and strength of Fifth Third Bank. These actions include:

• Our intention to issue additional preferred stock;

• A reduction of our quarterly common stock dividend to 15 cents per share from 44 cents per share, which will generate $1.2 billion in common equity capital through the end of 2009; and

• Our intention to raise additional capital through the sale of businesses or assets that are not part of our core banking business.

Our company’s management recommended, and the board of directors approved, these actions because of continued deterioration in credit trends during the second quarter and uncertainty about the direction of credit trends in the near future. These trends are affecting many companies in the banking and financial services industry, including Fifth Third.

We recognize the significance to all shareholders of lowering our common stock dividend; it was a difficult decision that was made only after very long and careful consideration. However, in today’s unprecedented economic environment and with continuing uncertainty regarding the future, it was the prudent thing to do.

The banking industry, including Fifth Third, faces a challenging near-term outlook. We recently concluded a thorough review of our credit portfolio and trends continue to deteriorate. Residential real estate losses have continued to rise and the severity of those losses have trended higher due to falling home prices. We see continued weakness in commercial real estate values, and significant impacts on commercial construction and development lending. We determined that charge offs of loans will be materially higher in 2008 compared with 2007.

Many areas of our business are strong and are performing well. These areas include payments processing, with mid-teens fee income growth, as well as double-digit growth in deposit fees, mortgage banking and corporate banking.

The capital actions we announced today, along with our continuing very strong operating performance, should enable us to absorb these higher loan charge offs and will also give us additional capital should economic conditions continue to worsen. We believe these decisions will preserve our historically high capital levels, protect our shareholders today, and create value over the long term.

Additional information regarding the actions discussed here is available on the Investor Relations section of our website at http:\\ir.53.com. Information regarding the risks facing us are available in our securities filings which are also available from the investor relations portion of our website or the SEC.

I encourage you to read this material. Shareholders who still have questions after reviewing this material may call 1-866-670-0468.

Thank you for your patience and continued support of Fifth Third.

Sincerely,

2