(Operator Instructions) Good morning I would like to welcome everyone to the Fifth Third Bancorp third quarter 2008 earnings conference call. (Operator Instructions) I would now like to turn the call over to Jeff Richardson, Director of Investor Relations.

Hello and thanks for joining us this morning. We’ll be talking with you today about our third quarter 2008 results and recent developments. This call may contain certain forward-looking statements about Fifth Third Bancorp pertaining to 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. We have identified a number of these factors in our forward-looking cautionary statement at the end of the earnings release and in other materials and we encourage you to review those factors. Fifth Third undertakes no obligation to update any expectations or these statements after the date of this call. I’m joined here in the room by Kevin Kabat, our Chairman, and CEO; Chief Financial Officer, Daniel Poston; Chief Risk Officer, Mary Tuuk; and Jim Eglseder of Investor Relations. 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.

Thanks Jeff, good morning everyone, thanks for joining us. I know that you’ve got a number of banks reporting today and it’s a difficult balancing act to join all the calls so we appreciate your time. I’m going to spend a few minutes talking about the unprecedented environment for the industry and Fifth Third before speaking about high-level quarterly results. After my remarks, I’ll then turn things over to Mary and Daniel who will review in detail our financial performance during the quarter, our credit trends, and some of the expectations going forward. But just to open, we continue to see strong operating results in production across most areas of the bank. That’s good to see in an environment that’s been challenging for the industry. We’ve got a strong capital and liquidity position and we have significant flexibility with respect to both that will stand us in good stead as we go through this tough environment. This past quarter, specifically the past month or so, has surpassed anything the industry has ever experienced. Many of the headline issues are not really issues for Fifth Third. We’ve never engaged in subprime lending, never bought, or sold credit default swaps, we have no significant exposure to any of the headline counter parties with the exception of Fannie Mae and Freddie Mac. Our exposure there was manageable and we experienced no other negative earnings effect in the third quarter directly related to these failures and transactions. However the Fannie Mae and Freddie Mac impairment and BOLI charge in addition to the charge related to VISA’s settlement with Discover, did result in our reporting a net loss for the quarter as I’ll talk about in a minute. Our core operations continue to produce solid results in spite of the difficult environment. That said, no…

Thanks Kevin, in the quarter net charge-offs were 217 basis points. That’s up 51 basis points from last quarter due to significant losses in our homebuilder portfolio as we expected. Consumer net charge-offs were $196 million or 233 basis points versus $167 million or 204 basis points in the second quarter. Real estate related lending continued to show the most weakness with residential mortgage charge-offs up $14 million and home equity charge-offs up $1 million. Home equity losses are showing signs of stabilization as we worked through a large portion of broker channel loans over the past year. As expected auto net charge-offs were up $6 million due to lower values at auction on larger vehicles and seasonality and credit card losses were up $3 million as our portfolio continues to season. Losses of $77 million on the mortgage portfolio were driven by the effect of lower property values on default. Again those higher losses were concentrated in Michigan and Florida which accounted for 85% of our third quarter mortgage net charge-offs with 75% of that in Florida alone, largely driven by the performance of our lot portfolio in the state. In fact Florida [lots] represents about a third of mortgage charge-offs during the quarter. We are seeing early indications that Florida lot loan losses may begin to stabilize. However we saw continued deterioration in the Florida residential mortgage portfolio. Home equity losses were $55 million or 177 basis points of loans down from 183 basis points last quarter with brokered home equity accounting for about half of those losses. That brokered portfolio now totals about $2.4 billion and represents about 19% of our home equity loans. This portfolio is currently running off as you’ll recall that we shut down brokered home equity production last year. Brokered home equity annualized…

Thanks Mary, let me start with a summery with earnings per share and our high-level results of the quarter. We reported a loss for the quarter of $56 million or $0.14 per share. Those results included three charges that totaled $0.15 per share after-tax. The first of these was a $51 million or $0.06 per share after-tax impairment charge that related to preferred stock we hold in Fannie Mae and Freddie Mac. The second was a $45 million non-cash charge or $0.05 per share after-tax related to VISA’s pending litigation settlement with Discover. The third was a $27 million charge or $0.04 per share after-tax to lower the cash surrender value of one of our BOLI policies. In addition to these three charges we also had a gain during the quarter of $76 million from the litigation related to supervisory goodwill and our acquisition of [SID FED] in 1998. This gain was partially offset by $36 million of expenses related to the case which brings the net gain to $40 million or $0.05 per share after-tax. Average loan balances were up 11% year-over-year or 6% when you exclude the impact of acquisitions. Average core deposits were flat on a sequential basis but were up 3% from the third quarter of 2007. Net interest income grew 44% sequentially and 41% on a year-over-year basis. Net interest income this quarter included $215 million of loan discount accretion related to the June First Charter acquisition which compares to $31 million last quarter. Last quarter’s net interest income was also reduced by $130 million charge that related to the tax treatment of leveraged leases. Excluding the discount accretion this quarter and the leverage lease charge in the second quarter net interest income increased by $11 million or 1% from the prior quarter. Reported non-interest…

We appreciate you time this morning, we know its been a long earning season and you’ve got a busy day ahead of you. These are challenging times. We’ve got the strength and flexibility to manage through it and we’ll deal with our issues aggressively. At the same time we’ll continue to be as transparent as we can be in disclosing those issues to you. I want to take a moment to thank our employees who are listening for their exceptionally hard work and focus in an extraordinary time. I’m proud of their efforts when it would be easy to be distracted. Their desire and ability to get out in front of the customer and the core results in terms of production and growth they’re producing is a strong indication of the good things that are taking place here at Fifth Third. With that let’s turn it over for questions.

(Operator Instructions) Your first question comes from the line of Brian Foran - Goldman Sachs

On capital, if you did end up raising preferreds you could be in a position where you have 9 to 10% Tier 1 and 5% tangible common so Tier 1 would obviously be high relative to your targets but are you comfortable staying at that level of tangible common from here?

Yes, I think in the short-run that would be a situation that would be acceptable. Obviously the additional buffer of that level of Tier 1 capital would provide sufficient cushion and get us through the credit environment that we’re in. I think on a longer-term basis we and likely others who would avail themselves of the government program for additional Tier 1 capital would seek to secure additional sources of common equity over time and over the relative short-run.

If you’re in that position where you’re thick on Tier 1 but thin on tangible common, would you be comfortable redeploying any capital via lending or acquisitions or is this really just about strengthening ratios and the core outlook for what you’re willing to do on the loan side doesn’t change much?

I think the size of the potential Tier 1 infusions are large enough that I think we would look at it as both a source of providing additional cushion for potential continued deterioration on the credit but also provide for the opportunity to return to more normal lending levels of activity as well as potentially provide some additional capital for other business opportunities if the become available.

NPAs plus delinquent loans as a percentage of tangible common is a metric that more people are starting to talk about and it screams pretty high for you at about 60% right now, is that a metric that you view as relevant and whether it is or it isn’t how would you get comfortable or make common equity shareholders comfortable that there’s enough common equity to cover the level of credit risk that we’re seeing right now?

One of the things that we monitor closely is the level of change in the composition of NPAs that we’re seeing in this cycle relative to what you might expect to see in a more normalized type of credit cycle and if you look at the composition of our NPAs we think that there are a couple of key characteristics that really differentiate that composition and would provide a situation where we wouldn’t look at it on quite a normalized basis. As an example we’ve got acquisition NPAs in there that are related to our Crown and First Charter acquisition for which we would have already taken marks on those assets. We also have a pretty large compound of assets related to our loan modification activity in our consumer portfolio with borrowers. The TDRs there are $427 million and we’ve also seen a pretty large stock piling effect with respect to NPAs since we have not conducted any asset sales over the course of the last four to five quarters. So if you look at that overall level of NPAs right now we do think that its an increased level that would perhaps make that metric something that would be something other then ordinary course.

That metric ignores the capacity of the preferred equity to absorb losses as well as of course the allowance for loan losses so I think you have to be careful in terms of how that particular metric is used.

Your next question comes from the line of Matthew O’Connor - UBS Matthew O’Connor - UBS : On his call earlier today USB indicated some of their deposit gains accelerated in October, and they point to Ohio as a market where they’ve been gaining some market share, could you give some color on your deposit trend so far this month and maybe market by market?

As we said in the prepared comments thus far since the end of September we are up about $1.2 billion in deposits. Its coming across broadly in a number of our markets throughout our footprint and here in Ohio so we’re seeing very positive trends out of the box from that perspective and feel good about that. We don’t know about obviously what’s happening from a competitive standpoint but we feel good about our positioning and in terms of the way we’ve responded we feel very good about our production and the new relationships that we’re taking on and anticipate some good core funding from that perspective. What we’re hopeful of is a little bit more rationalization in terms of pricing as we go forward as it settles down a little bit but we think we’re positioned well in terms of what’s happening in the marketplace today.

There are no additional questions at this time; I would like to turn it back over to management for any additional or closing comments.

I’d just like to thank everybody for their time and talk to you next quarter.