Prospectus excerpt:  Each Depositary Share is a 1/250th interest in a share of the Series G Preferred Stock. Each holder of a Depositary Share will be entitled, through the depositary, in proportion to the applicable fraction of a share of the Series G Preferred Stock represented by such Depositary Share, to all the rights and preferences of the Series G Preferred Stock represented thereby (including conversion, dividend, voting and liquidation rights).

Holders of shares of Series G Preferred Stock will be entitled to receive non-cumulative cash dividends, only when, as and if declared by Fifth ThirdÆs Board of Directors from funds legally available, payable at a rate per annum equal to 8.50% applied to the liquidation preference of the Series G Preferred Stock. Any dividends will be calculated based on a 360-day year consisting of twelve 30-day months.

The dividend payment dates for the Series G Preferred Stock, or ôDividend Payment Dates,ö are March 31, June 30, September 30 and December 31 of each year, commencing on September 30, 2008. If a Dividend Payment Date is not a business day, then the applicable dividend shall be paid on the next business day, without adjustment to the dividend payment for the relevant Dividend Period.

With respect to the payment of dividends and the amounts to be paid upon liquidation, the Series G Preferred Stock will rank: senior to Fifth ThirdÆs common shares and all other equity securities designated as ranking junior to the Series G Preferred Stock, which will include all future issuances of preferred stock, other than those series designated as ranking on parity with it; at least equally with all other equity securities designated as ranking on a parity with the Series G Preferred Stock with respect to the payment of dividends and distribution of assets upon any liquidation, dissolution or winding-up of Fifth Third; and junior to our 8.0% cumulative Series D convertible perpetual preferred stock, $1,000 liquidation preference per share, or ôSeries D Preferred Stock,ö and 8.0% cumulative Series E perpetual preferred stock, $1,000 liquidation preference per share, or ôSeries E Preferred Stock.ö As of March 31, 2008, the Series D Preferred Stock and Series E Preferred Stock had an aggregate liquidation preference outstanding of $9.25 million.

Conversion Rights. Each share of the Series G Preferred Stock may be converted at any time, at the option of the holder, into 2,159.8272 of our common shares (which reflects an initial conversion price of approximately $11.575 per common share) plus cash in lieu of fractional shares, subject to anti-dilution adjustments and subject to the limitation set forth below under ôùLimitation on Beneficial Ownership.ö If the conversion date is prior to the record date for any declared cash dividend on the Series G Preferred Stock for the dividend period in which you elect to convert, you will not receive any declared cash dividends for that dividend period on the Series G Preferred Stock, but you may receive a cash dividend on our common shares if the conversion date is prior to the record date for any declared cash dividend on our common shares. If the conversion date is after the record date for any declared cash dividend and prior to the dividend payment date, you will receive that cash dividend on the relevant dividend payment date if you were the holder of record on the record date for that dividend; however, whether or not you were the holder of record on the record date, if you convert after a record date and prior to the related dividend payment date, you must pay to the conversion agent when you convert your shares of Series G Preferred Stock an amount in cash equal to the full dividend actually paid on the Series G Preferred Stock on the dividend payment date for the then-current dividend period on the shares being converted, unless your shares are being converted as a consequence of a mandatory conversion at our option, a make-whole acquisition or a fundamental change as described below. Depositary shares may be converted only in integral multiples of 250.

On or after June 30, 2013, the company may, at their option, at any time or from time to time cause some or all of the Series G Preferred Stock to be converted into our common shares at the then applicable conversion rate. They may exercise their conversion right if, for 20 trading days within any period of 30 consecutive trading days, including the last trading day of such period, the closing price of our common shares exceeds 130% of the then applicable conversion price of the Series G Preferred Stock.