Fitch Affirms Fifth Third Bancorp; Outlook Remains Negative.

CHICAGO -- Fitch Ratings has affirmed all ratings for Fifth Third Bancorp (FITB; rated 'AA-/F1+' by Fitch) and its principal subsidiaries. The Rating Outlook remains Negative. A complete list of ratings is provided at the end of this release.

Respective to than when the Negative Outlook was assigned, Fitch is more comfortable with the firm's capital position. FITB continues to rebuild capital levels following its most recent bank acquisition and large block common stock repurchase in January of this year. However, Fitch notes that FITB has conducted some limited stock buybacks during this period.

The more pressing rationale for maintaining the Negative Rating Outlook at this time is Fitch's concern with the direction and absolute level of FITB's net interest margin (NIM). Despite a balance sheet restructuring in the fourth quarter of 2004, the company has experienced additional margin compression and reported a NIM of 3.16% in the third quarter of 2005. Recent trends in the NIM and response of the weighted average life of the investment portfolio to interest rate changes suggest to Fitch that FITB may conduct further restructuring. The upcoming departure of the company's Chief Financial Officer may suggest prior tactics were not effective. Like many others in the industry, FITB's loan growth continues to outpace deposit growth. FITB has recently adjusted some deposit pricing strategies to combat increased deposit account attrition in certain segments. Fitch is uncertain about management's appetite for reigning in asset growth.

Fitch expects to reevaluate the Rating Outlook for FITB following a detailed review of FITB's strategies to stabilize its net interest margin and manage balance sheet growth, including ongoing capital management philosophies. A lack of comfort with FITB's near- and medium-term outlook on the NIM and profitability would likely result in a one notch downgrade in FITB's ratings.

While earning generation is down from historical levels, earnings are still solid (1.6% return on assets year-to-date ending Sept. 30, 2005) and, along with continued good asset quality, provide support for affirming FITB's current ratings. In addition, the franchise maintains a healthy focus on efficiencies and possesses good revenue diversification with revenue contribution from several fee income sources. Current ratings incorporate the expectation that FITB will reach 7.5% tangible common equity/tangible assets by the second quarter of 2006 as forecasted.

The following ratings are affirmed and the Rating Outlook remains Negative:

Fifth Third Bancorp

-- Long-term senior at 'AA-';

-- Subordinated debt at 'A+';

-- Short-term nondeposit obligations at 'F1+';

-- Individual rating at 'A/B';

-- Support at '5'.

Fifth Third Bank (Ohio)

Fifth Third Bank (Michigan)

-- Long-term deposits at 'AA';

-- Long-term senior at 'AA-';

-- Subordinated debt at 'A+';

-- Short-term deposits at 'F1+';

-- Short-term nondeposit obligations at 'F1+';

-- Individual rating at 'A/B';

-- Support at '4'.

Old Kent Financial Corp

-- Subordinated debt at 'A+'.

Fifth Third Capital Trust I

Old Kent Capital Trust I

-- Trust preferred at 'A+'.

Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, www.fitchratings.com. Published ratings, criteria and methodologies are available from this site, at all times. Fitch's code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance and other relevant policies and procedures are also available from the 'Code of Conduct' section of this site.