Good morning. My name is Betina, and I will be your conference operator today. At this time, I would like to welcome everyone to the Fifth Third Bancorp First Quarter 2008 Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speaker’s remarks, there will be a question-and-answer session. (Operator Instructions) Thank you. I would now like to turn the call over to Mr. Jeff Richardson, Director of Investor Relations. Sir, you may begin your conference.

Hello, and thanks for joining us this morning. We’ll be talking with you today about our first quarter 2008 results, as well as our outlook for the remainder of 2008. As a result, this call contains certain forward-looking statements about Fifth Third Bancorp pertaining our financial condition, results of operations, plans, and objectives. These statements involve certain risks and uncertainties. There are a number of factors that could cause results to differ materially from historical performance in these statements. Fifth Third undertakes no obligation to update these statements after the date of the call. I’m joined here in the room by Jim Eglseder of Investor Relations, Kevin Kabat, our President and CEO; and Chris Marshall, our CFO. During the question-and-answer period, please provide your name and that of your firm to the operator. With that, I’ll turn the call over to Kevin Kabat. Kevin.

Good morning. Thanks for taking the time to join us today. I have a few comments about the quarter; and then I’ll turn things over to Chris, who will review financial statements, credit trends, and also our outlook for the remainder of 2008. During the quarter Fifth Third continued to produce very strong core operating results. Growth was broad-based across all businesses, from payments processing to our core retail banking franchise to corporate banking. We’re taking share and we’re able to get better pricing on that business. Now that performance is being overshadowed by the current environment and the elevated credit costs we’re experiencing. We continue to see deterioration in our residential real estate book and the related exposures in commercial real estate, notably homebuilders and developers. Those stresses, particularly in Michigan and Florida, as we’ve mentioned before, have elevated our loss in non-performing asset levels; and they led us to substantially increase our provision and loan loss allowance this quarter. These conditions have also contributed to wider credit spreads in the market, which resulted in a further market value loss on one of our BOLI insurance policies, which Chris will talk about in a few moments. We’ve not yet seen any indication that the credit cycle has peaked. The situation will ultimately improve; but for the near-term, we expect credit conditions to continue to be difficult. Chris will talk more about that in his comments as well. In this environment, we continue to be proactive with steps to mitigate the losses we’re facing. You know the prime underwriter, and you know that we shutdown new lending in the two areas that we’ve experienced the most significant difficulties, those being homebuilders and brokered home equity. We’ve created additional safe guards to insure that our lending policies and practices are prudent…

Thanks, Kevin. Good morning, everyone. As Kevin just mentioned, and as you all certainly know very well, the banking environment remains difficult. However, we continue to post very strong operating results, and hopefully that’s going to be clear as I get into my discussion. Loans are up 9% from a year ago and 12% including held for sell, while core deposits are up 5% and that’s driven NII growth 11% year-over-year. Fee income, excluding the items that I’ll outline in just a second, is up 22% from a year ago. We feel really good about those results for the quarter; but more importantly, we believe they’re largely sustainable; and that’s going to provide us with a higher level of earnings power when we get through the credit cycle. The bad news obviously is that right now, and perhaps for several more quarters, these stronger results are being offset by elevated credit costs. Now before I discuss our results in detail, I want to summarize things from an EPS standpoint. This morning we reported earnings per share of $0.55. Now earnings contained a good bit of noise, including several large items, the first of which was a $273 million pre-tax gain of $0.33 per share after-tax related to proceeds from the sale of a portion of our Visa shares in connection with their IPO. In addition to this gain, we continue to hold approximately $7.2 million restricted Visa shares, and those shares are subject to potential dilution based on the outcome of pending Visa litigation. Now not counting that potential dilution, the remaining shares will be worth approximately $510 million at yesterday’s closing price. In addition to the gain, we also reversed previously recorded Visa litigation reserves of $152 million pre-tax or $0.19 per share after-tax. A third major item was…

(Operator Instructions) Your first question comes from the line of Matthew O’Connor with UBS. Matthew O’Connor – UBS: Fifth Thirds always been a bit more conservative when it comes to capital than most banks carrying more, and I’m just wondering your thoughts, and the environments very uncertain here, your capital ratios will be at the lower end of your targeted levels, and I’m just wondering what you might be able to do to get them up there whether there’s some additional asset sales or securitization or would you consider non-dilutive capital rays? Of course, while we’re on the topic, if you could comment on your dividend which does screen high on a couple of different metrics.

Actually we expect our capital to be comfortably within our targets. The TCE ratio is probably what you’re referencing. I said it would be at 6% from the rest of the year with a target of 6.5%, and that’s the result of First Charter more than anything else. We expect to rebuild that following that acquisition. There are a number of things we’re looking at. We have a very aggressive plan in place to continue auto securitizations in line with the plans we’ve talked about previously. We’d like to see our on balance auto portfolio be about half of what it was at the beginning of the year, and we’re on track to get there. We will look selectively at other assets sales when they make sense. But we actually think, while we’re very, very mindful of managing our capital carefully, we actually think we feel pretty comfortable with where we are. With regard to the dividend, that’s a great question. I guess I’d answer it this way: We can’t take anything for granted in the current environment. Yet, we are very conscious of our commitment to maintaining our dividend. We are doing everything and will continue to do everything to maintain our commitment to our shareholders and to deliver on their expectations. So I can’t predict what our dividend will be, but I can tell you that we take our commitment to our dividend policy very, very seriously; and you can expect us to continue to operate that way. Matthew O’Connor – UBS: So on the capital side at this point, you’ll just throw into the targeted levels or the higher end of the target levels as opposed to raising anything?

We have normal issuances planned, which I can’t really comment on more than that. I wouldn’t expect to see us do anything out of the ordinary and certainly nothing resembling any of the extreme capital raises you’ve seen from some of our more stressed peers. We don’t think that’s… I mean we think of ourselves as being in entirely different category and don’t need to do any of those things. Matthew O’Connor – UBS: Thank you very much.

Your next question comes from the line of Scott Siefers with Sandler O’Neill. Scott Siefers – Sandler O’Neill & Partners: Let’s see, Chris, I guess I was just hoping that you could comment in a bit more detail on the charge-off guidance for the full year because I guess we’re at about 137 basis points of charge-offs right now, so it implies some pretty good improvement. I think at least a couple of things you mentioned that implies that there should be lower loss in a couple of portfolios; but if you could basically sort of connect the dots as to how we go from 137 down to 100 to 150 basis points through the end of the year. Then I guess just a clarification: In some of your early remarks, I heard you say, “Delinquencies and out performers will be up in the second quarter.” I couldn’t recall if you said up or down for net charge-off sale.

We expect charge-offs and NPAs both to be higher than we had originally expected in the second quarter, but to be at lower levels than we saw in the first quarter. With regard to charge-offs, Scott, we started the year with the expectation that first quarter was going to be a high water mark for us, and it was higher than we’d expected, again, due to more significant declines in property values than we had been forecasting, especially in certain markets like Detroit and South Florida. As we go into the second quarter, while our visibility is not perfect, we do expect to see some improvement, largely in the consumer side as well as in some of our commercial construction portfolio. It’s a little early in the quarter to be predicting NPAs and charge-offs, but we feel based on that information things look like they’ll improve. So beyond that, I’m not sure there’s any more data I can give you. Scott Siefers – Sandler O’Neill & Partners: Sounds good. Thank you.

Your next question comes from the line of Mike Mayo with Deutsche Bank. Michael Mayo – Deutsche Bank Securities : Just a follow-up to the problem loans: It looks most of the increase was in the commercial category broadly, but also over $100 million increase in commercial loans separate from real estate, so can you discuss what’s going on there?

Beyond the concentration in real estate related companies, Mike, there wasn’t a single concentration anywhere. Michael Mayo – Deutsche Bank Securities : I’m looking at: In December it was 175 million, now this quarter it’s 300 million in the category commercial loans, which is separate from commercial mortgage or commercial construction or commercial leases. So if it’s not just one area, can you just give us a little more color as far as the several parts that might be in there?

Well again, the $125 million in C&I, about a quarter of that were to companies that are generally related to the real estate industry. So that’s one concentration. Beyond that, while losses were higher in Florida and Michigan just due to stressed economies there, there’s no other industry concentration I could point to so… Michael Mayo – Deutsche Bank Securities : What percent of your total commercial loans would you say somehow relates to the real estate industry?

About half. Let’s see, of the 25%, our C&I portfolio, I’d say about 15% of it is related to companies with [SIC] codes that are real estate related. On that 15%, 25% of our NPAs came from that portion of the portfolio. Michael Mayo – Deutsche Bank Securities : That makes sense. So what type of companies are these that are somehow related, if you can just give us a little more color?

Mike, it’s everything. It’s plumbing companies; it’s wood companies. I mean it’s just anything related to the development of or that contributes to anything in the real estate cycle or chain. It’s all of those things that you can imagine – doorbells to doorknobs. Michael Mayo – Deutsche Bank Securities : So you’re not really seeing a spillover other than those companies tied to real estate?

No, the only thing I’d say is Florida and Michigan are a little weaker given the economies, but I wouldn’t point to anything other than that. Michael Mayo – Deutsche Bank Securities : Then last question. You mentioned stress competitors. What’s your status on doing acquisitions right now, especially with First Charter having a clear closed date?

Right now, Mike, we feel like our plate is very full. Our focus really is around our continued strong core operating performance and our internal growth as well as Chris just outlined for Matt, our focus in terms of rebuilding our capital position. So we feel pretty good about where we’re positioned. We feel pretty good about our focus and we’re not out actively knocking on doors at this point so… Michael Mayo – Deutsche Bank Securities : All right, thank you.

Your next question comes from the line of Ed Najarian with Merrill Lynch. Ed Najarian – Merrill Lynch : Morning. I think my question was partially answered, and I apologize because I missed the first of the call. You had a 137 charge-off ratio in 1Q and obviously looking at the full year ’08 guidance, you would expect a lower charge-off ratio than that in upcoming quarters. With the significant increase in NPA, the big jump in the charge-off ratio in 1Q, can you give me, and you might have gone over this and I just missed it earlier, some indication of what gives you confidence that that NCO ratio is going to down in subsequent quarters?

We did cover it, but real quickly to recap: If we look at the trends in our delinquencies, largely in the consumer side, 30, 60, and 90 days are lower than they were fourth quarter over the third, as well just looking at our charge-off pipeline and the seasoning in it that we feel that the second quarter is trending lower. But again, we did cover a little bit earlier and I think Jeff could probably go through some of those statistics with you offline. Ed Najarian – Merrill Lynch : Then just one quick follow-up: Did you discuss anything about how much your NPAs have been written down as they have gone on to non-performing status what kind of charge you’ve taken against that NPA portfolio?

Yeah, actually we had several comments related to that. Overall the discount in our MPA portfolio is 28% from the original face value, but there were several comments in our text that Jeff could go through with you. Ed Najarian – Merrill Lynch : All right, thank you. I appreciate that.

Your next question comes from the line of David Campbell with Owl Creek. David Campbell – Owl Creek : I just wanted to compare the ratio of allowances to non-performing assets and loans 90 days past due. A year ago you were reserved at 117% of NPAs in 90 days (inaudible) and now the ratio’s about 61% unadjusted for those write-downs to the NPAs. Is that an appropriate level of reserves?

Yeah, we think based on all the comments we just went through that our reserves are appropriate. It’s kind of a hard question to answer any other way than that, but when you say unadjusted, I’d ask you to go back through the text and go through the details we shared with you; and then if you got some questions based on those adjustments, that you can follow-up with Jeff offline; we’d be happy to answer any other questions. David Campbell – Owl Creek : The adjustments would have the effect, I mean fitting those through the analysis, they would have the effect of showing a more aggressive or a lower level of reserves to bad loans.

David, I’m not following your question. We did go through quite a bit of detail on our NPAs, and I’m not sure exactly you’re trying to get at; but I’d be happy to take your question offline and go through the detail again. David Campbell – Owl Creek : Just one more: Are you all keeping an eye on these GM strikes? What effect does that have on your loan portfolio if it lasts another, I don’t know, another eight weeks?

I’m not sure I could give you a good specific answer on that, David.

Yeah, David, I mean if you’re talking about the overall general stress in terms of the marketplace, we’d tell you that portions of our state economies have been impacted for the last couple of years and really no change for us, particularly when you talk about Michigan so…

Your next question comes from the line of Garah Panthakar with Sun Nova Capital. Garah Panthakar – Sun Nova Capital: Just a question on the competitive strategy: I mean a lot of your Company (inaudible) have been in the news lately and a lot of things are happening. Can you give us some color on some of the steps that you might be taking in terms of maybe hiring people or some of the rate strategies and deposits, other things to kind of take advantage of this?

I hope that one of the things that is obvious is that we’ve obviously attacked the marketplace very well to take advantage what’s happening competitively. We’ve done a number of other things; I won’t go into some of the specifics because we don’t want to give away trade secrets (inaudible) what’s happening from that standpoint. But we are very aggressive and have our people focused on the street and calling. We’re also getting very good (inaudible) to questions about the strength of Fifth Third in the marketplace at this time. Again, I think it’s showing through relative to the strong core operating. It’s giving us a good opportunity to get a lot of (inaudible) for a lot of very good relationships that for many years we haven’t had the chance maybe of having that we do today, so we feel good about that.

The only thing I’d add to that is it appears to be working because while credit is an outlier for us and it’s going to be an issue for another few quarters. In terms of deposit growth, loan growth, fee growth, we’re substantially outperforming our competitors and we’re doing it with an improving ratio, so we feel good about the performance of the business. Garah Panthakar – Sun Nova Capital: Thanks. One quick follow-up: In terms of the greater than 90 days when you said that it may or may not make a trend, but the incremental growth has definitely slowed, are there are any other trends that you see in terms of anything below that, maybe like criticize (inaudible) or anything that you can share with us in terms of the trends that you’re seeing? Has the incremental growth really started slowing in some of the stress areas or it could be an outlier?

The only thing I could share with you is 30-, 60-, and 90-day growth right now looks lower than it was fourth quarter over third. But even that, I just caution you that it’s early in the quarter and, again, we’re careful to say we’re not calling that a trend and we are predicting, again, higher NPA and charge-off levels in the second quarter over our original expectations. But beyond that, we can’t give you anymore additional guidance at this point. Garah Panthakar – Sun Nova Capital: Thank you.

There are no further questions at this time. Do you have any closing remarks?

I’d just like to say that we appreciate your attention this morning. We know it’s been an active two weeks for you and appreciate your paying attention. We’re working hard to stay focused. As I finish my first year as CEO, I’d tell you it’s been an interesting and challenging time period, but I think we’ve got people very motivated and excited about competing in the industry in a difficult environment. So thanks for your attention, and we’ll take to you next quarter.

This does conclude today’s Fifth Third Bancorp First Quarter 2008 Earnings Conference Call. You may all now disconnect.