June 2008 Capital Planning

June 2008

Capital Planning:

Credit Scenario Analysis

Exhibit 99.3

As of June 2008

Statement of purpose

These scenarios do not constitute a forecast or otherwise reflect Fifth

Third’s outlook for 2009 expected results.

This exercise was designed for evaluating capital plans rather than for

forecasting purposes. Therefore, it was intended to evaluate what could

happen under significantly more stressed conditions, not to predict what will

happen.

These

scenarios

were

produced

part

analysis

the

capital

plan announced June 18, 2008. It is based on information available at that

time.

Please refer to the cautionary statement attached to this document which

contains important information regarding certain forward-looking information

and risk factors related to current and future results.

As of June 2008

Capital planning: credit scenario analysis

A key driver of the capital planning process was an analysis of potential credit losses under

variety of economic and credit market conditions

Analysis involved a detailed process that segregated our loan portfolio into approximately

50 granular pools of similar assets

—

e.g., loan type, collateral, industry exposure, and geography

Scenarios were created by applying varying levels of stress to the relevant factors that

affect asset pool performance

—

We believe the range of scenario outcomes represents reasonably possible results

under varying levels of potential stress

Capital plan based on maintaining Tier 1 capital ratio >8% through the end of 2009 under

the most stressed scenario evaluated

Credit modeling for capital plan intended to be conservative to ensure strong capital

position

—

This

was

exercise

what

could

happen,

not

what

will

happen

–

these

are

not

forecasts

—

not

view

high

stress

2009

outcome

likely,

view

possible

trends

continue or deteriorate further and loss severity experience worsens

—

Excess capital created through the capital plan also provides for outcomes resulting

from possible deterioration in credit trends beyond those currently viewed as

plausible

As of June 2008

Consumer charge-off

scenario methodology

Three-month moving average roll-rates used to project baseline charge-offs

through the end of 2009

Used forecasts for relevant economic indicators to predict loss severities

—

Relied upon Moody’s Economy.com/Case-Shiller Home Price Index

Forecast* for real estate

—

For the auto portfolio, assumed loss severity above recent loss given default

trends to reflect additional stress related to large SUVs and trucks given

higher recent gas prices –

this added incremental loss severity of 14% to

the overall auto portfolio in 2009

Stressed roll rate assumptions for all portfolios using economic

forecasts and

additional stress on loss frequency

—

For auto and credit cards, also used Moody’s forecast for bankruptcies to

apply additional stress

*Moody’s Economy.com/Case-Shiller Home Price Index Forecasts, April 2008.

As of June 2008

Consumer charge-off

scenario methodology (cont.)

High stress case added incremental losses related to severity and roll-

rate shocks

—

For Florida and lot exposures, used Moody’s Florida severe

recession home price forecast anticipating an additional 27%

decline in home prices through the end of 2009*; for rest of portfolio,

used Moody’s severe recession forecast for the national index,

anticipating an additional 25% decline in home prices through the

end of 2009*

—

Roll rates were further stressed in most consumer portfolios

—

These stress components represented approximately 55% in

additional losses incorporated into the high stress scenario over the

18 months ended YE 2009

*Peak-to-current and current-to-trough devaluation is not additive (peak-to-current would be calculated off peak prices; current-to-trough would be

calculated off current prices which embed devaluation from peak). For Florida, peak-to-current devaluation has been 22%, producing peak-to-trough

devaluation of 43%; for national index, peak-to-current devaluation has been 17%, producing peak-to-trough devaluation of 38%.

Moody

’s Economy.com/Case-Shiller Home Price Index Forecast, April 2008.

As of June 2008

Home price appreciation

trends and forecasts

Source: Moody

’s Economy.com/Case-Shiller Home Price Index Forecast, April 2008

Florida

100

120

140

160

180

200

220

240

260

280

Baseline

Recession

Severe Recession

100

120

140

160

180

200

220

240

260

280

Baseline

Recession

Severe Recession

Ohio

100

120

140

160

180

200

220

240

260

280

Baseline

Recession

Severe Recession

Michigan

100

120

140

160

180

200

220

240

260

280

Baseline

Recession

Severe Recession

As of June 2008

Consumer segmentation for applying stress factors

Mortgage

—

Florida other than lots

—

Lots

—

All other

Home Equity

—

Delivery channel (Retail, retail brokered, HEA)

—

Loan-to-value (greater than and less than 85% LTV)

—

Type (loan or line)

Auto

—

New and used

—

SUV/truck and other

Credit card

Other

More granular segmentation for roll-rate analysis

As of June 2008

Illustration of impact

of roll rate and severity stresses

Loss severities stressed as described earlier

Due

compounding

effects,

roll

rate

shocks

can

have

dramatic

effect

losses

—

In the example below, a 7% shock to each roll rate results in a 30% increase in losses holding all

else equal

—

Bankruptcy shocks would be another example of a roll-rate shock (not depicted)

—

Roll rate shocks are applied in combination with loss severity shock

The application of roll-rate shocks was an element of added conservativism, given that default unit

results have generally been in-line with forecasts

Assumptions for example:

—

5% roll rate from current to 1 month past

due shocked to 5.35%

—

5% roll rate from 1 month past due to 2

months past due shocked to 5.35%

—

5% roll rate from 2 month past due to 3

months past due shocked to 5.35%

—

5% roll rate from 3 month past due to

charge off shocked to 5.35%

—

20% loss severity at charge off (shocked

20% to 24%)

Example results in incremental 55% in losses

Illustration not intended to depict a

particular portfolio

$1,000

$1,200

$1,400

$1,600

$1,800

$2,000

$2,200

$2,400

$2,600

$2,800

$3,000

Months

Baseline Losses

Loss Severity Shock

Aggregate Shock (Loss

Severity and Roll Rate)

As of June 2008

Capital planning: 2008 commercial

charge-off scenario methodology

Commercial loan portfolio was segmented into 30 portfolios

—

10 industries segregated into 3 geographies (Florida, Michigan, and Other)

Asset quality trends over last 3 and 6 quarters extrapolated to project baseline

charge-off scenario for each portfolio

—

Inherent

baseline

continued

deterioration

following

recent

(typically

high) trends

—

Each portfolio was reviewed with appropriate senior lending officers to

determine if other segment specific factors should be included in the

scenarios

Additional scenarios were created by applying stresses to the baseline and by

incorporating the lagging correlation of portfolio performance to relevant leading

economic indicators

—

For real estate assets, property depreciation of 35%-50% was generally

applied to any properties on highest risk nonaccruals

Geographic economic outlooks, industry health, prior trends in asset quality, and

current or expected stresses were considered when developing the

range of

scenarios

As of June 2008

Capital planning: 2009 commercial

charge-off scenario methodology

Builds upon 2008 methodology

Utilized Moody’s Economy.com Industry Workstation Net Income Forecasts by

industry to project baseline criticized assets (watch, classified, nonaccrual loans)

—

Moody’s industry net income forecast calls for modest improvement in

economic activity in 2009

Assumed migration from criticized to nonaccrual to charge-off consistent with

recent trends to create baseline

—

Baseline migration trends were stressed for certain segments (Michigan,

Florida and real estate industries) to reflect probable higher loss frequency

and severity than recently experienced

High stress scenario added 10% growth in criticized assets per quarter and

increased migration trends by 10-20% to the baseline

—

These stress components represented approximately 35% in additional

losses incorporated into the high stress scenario over the 18 months ended

YE 2009

* Moody

’s

Economy.com

Industry

Workstation

Net

Income

Forecasts,

May

2008.

As of June 2008

Illustration of commercial

scenario methodology

2008

methodology

range

2009

methodology

range

Illustration not intended to depict a particular portfolio

$10,000

$20,000

$30,000

$40,000

$50,000

$60,000

$70,000

$80,000

$90,000

$100,000

4Q'07

1Q'08

2Q'08

3Q'08

4Q'08

1Q'09

2Q'09

3Q'09

4Q'09

3 Quarter Trend

6 Quarter Trend

Scenario -

Low Stress

Baseline

Scenario -

High Stress

As of June 2008

Industries

—

Accommodation

—

Auto

Manufacturing

—

Construction

—

Finance and

Insurance

—

Manufacturing

—

Real Estate

—

Retail Trade

—

Auto Retailers

—

Wholesale Trade

—

Other

Commercial portfolio

segmentation

Geographies

—

Florida

—

Michigan

—

Other

As of June 2008

FY 2008

FY 2009

160-170 bps

$1.3-1.4 billion

bps

Actual

Scenarios

1H08

FY2008

FY2009

Commercial

132 bps

317 million

120-160 bps

$.6 -

.8 billion

125-215 bps

$.7 -

1.2 billion

Consumer

180 bps

303 million

170-205 bps

.6 -

.7 billion

230-295 bps

.8 -

1.0 billion

Total

152 bps

620 million

145-180 bps

$1.2 -

1.5 billion

170-250 bps

$1.5 -

2.2 billion

Scenarios (not projections or forecast)

TBD in 2009 budget process

Outlook (as of July 22, 2008)

Outcome of loan loss scenarios for capital plan

Purpose of credit scenario analysis:

—

Exercise designed for evaluating capital plans rather than for forecasting purposes (what could happen

under

variety

stress

scenarios,

not

what

will

happen);

result,

scenarios

not

reflect

the

Company’s

outlook

for

2009

expected

results

—

Scenarios produced for capital plan announced June 18, 2008, based on information available prior to

that date

Key loss drivers:

—

Real estate-related losses represented approximately two-thirds of 2009 losses in commercial and in

consumer scenarios

Capital plan intended to maintain Tier 1 capital ratio > 8% through end of 2009 under scenarios evaluated

—

The highest stress scenario outlined above (which we view as unlikely) would represent an increase in

charge-offs of approximately 60% relative to our full year 2008 outlook. We believe our Tier 1 capital

ratio would exceed 8% with 2009 loan losses of up to 85% more than expected 2008 loan losses

#2008 full-year scenario range adjusted to reflect 2Q08 actual results vs. May forecast for 2Q08.

As of June 2008

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

the

Securities

Act

1933,

amended,

and

Rule

175

promulgated

thereunder,

and

21E

the

Securities

Exchange

Act

1934,

amended, and Rule 3b-6 promulgated thereunder, that involve inherent risks and uncertainties. This report may contain certain forward-looking

statements

with

respect

the

financial

condition,

results

operations,

plans,

objectives,

future

performance

and

business

Fifth

Third

Bancorp

and/or

the

combined

company

including

statements

preceded

by,

followed

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”

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; (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

future

acquisitions

current

shareholders'

ownership

Fifth

Third;

(17)

effects

accounting

financial

results

one

acquired

entities;

(18)

difficulties

combining

the

operations

acquired

entities;

(19)

inability

generate

the

gains

sale

and

increase

shareholders’

equity

that it anticipates from the sale of certain non-core businesses, (20) loss of income from the sale of certain non-core businesses could have an adverse

effect on Fifth Third’s earnings and future growth (21) ability to secure confidential information through the use of computer systems and

telecommunications

networks;

and

(22)

the

impact

reputational

risk

created

these

developments

such

matters

business

generation

and

retention, funding and liquidity. Moreover,. 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

the

Fifth

Third’s

Web

site

www.53.com.

Fifth

Third

undertakes

obligation

release

revisions

these

forward-looking

statements

or reflect events or circumstances after the date of this report.