UNDERWRITING AGREEMENT

Exhibit 1.1

FIFTH THIRD BANCORP

$250,000,000

Floating Rate Subordinated Notes

due 2016

$500,000,000

5.45% Subordinated Notes

due 2017

Banc of America Securities LLC

9 West 57th Street

New York, NY 10019

Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY 10013

Goldman, Sachs & Co.

85 Broad Street

New York, NY 10004

Underwriting Agreement

December 13, 2006

To the Representatives named in Schedules I and II hereto of the Underwriters named in Schedule III hereto

Ladies and Gentlemen:

Fifth Third Bancorp, an Ohio corporation (“Fifth Third”), proposes to sell to the underwriters named in Schedule III hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $250,000,000 aggregate principal amount of its Floating Rate Subordinated Notes due 2016 (the “Floating Rate Securities”) and $ 500,000,000 aggregate principal amount of its 5.45% Subordinated Notes due 2017 (the “Fixed Rate Securities” and, together with the Floating Rate Securities, the “Securities”). The Securities will be issued under the indenture referenced in Schedules I and II hereto (the “Indenture”), between Fifth Third and the trustee named in Schedules I and II (the “Trustee”).

1. Representations and Warranties . Fifth Third represents and warrants to, and agrees with, each Underwriter that:

(a) The registration statement (File No. 333-86360) on Form S-3 (the “registration statement”), and any post-effective amendment thereto, including a prospectus which, as supplemented, shall be used in connection with the sale of the Securities, has been filed with the Securities and Exchange Commission (the “Commission”), in the form heretofore delivered to the Representatives. The registration statement, as it may have been amended prior to the date of this Agreement, has become effective under the Securities Act of 1933, as amended (the “Act”), and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. (The various parts of the registration statement, including all exhibits thereto and including any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B under the Act to be part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively referred to as the “Registration Statement”; the base prospectus filed as part of such Registration Statement (which shall be in the form in which it has been most recently filed, or transmitted for filing, with the Commission on or before the date of this Agreement) is hereinafter referred to as the “Basic Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities, filed or transmitted for filing with the Commission pursuant to Rule 424(b) under the Act and used in connection with the sale of the Securities, is hereinafter referred to as a “Preliminary Prospectus”; the Basic Prospectus, as amended and supplemented immediately prior to the Applicable Time (as defined in Section 1(d) hereof) is hereinafter referred to as the “Pricing Prospectus”; and the form of the final prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof is hereinafter referred to as the “Prospectus.”) Any reference herein to the Registration Statement, the Basic Prospectus, the Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement, with respect to the Registration Statement, or the date of the applicable prospectus, with respect to any such prospectus; any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement shall be deemed to refer to and include the filing of any document under the Exchange Act deemed to be incorporated therein by reference after the date of this Agreement; any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act and any documents filed under the Exchange Act and incorporated therein, in each case after the date of the Basic Prospectus, such Preliminary Prospectus or the Prospectus, as the case may be. Any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Securities is hereinafter called an “Issuer Free Writing Prospectus.”

(b) The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Act, the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the respective rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain any untrue statement of a material fact or omit to state

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any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, however, that this representation and warranty shall not apply as to (i) the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee or (ii) any statements or omissions made in reliance upon and in conformity with information furnished in writing to Fifth Third by or on behalf of any Underwriter expressly for use therein.

(c) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to Fifth Third by or on behalf of any Underwriter expressly for use therein.

(d) For the purposes of this Agreement, the “Applicable Time” is 4:07p.m. (Eastern time) on the date of this Agreement; the Pricing Prospectus as supplemented by the final term sheet prepared and filed pursuant to Section 5(b) hereof, taken together (collectively, the “Pricing Disclosure Package”) as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule V(a) hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to Fifth Third by or on behalf of any Underwriter expressly for use therein.

(e) The documents incorporated by reference in the Pricing Prospectus and the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to Fifth Third by or on behalf of any Underwriter expressly for use therein; and no such documents were

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filed with the Commission since the Commission’s close of business on the business day immediately prior to the date of this Agreement and prior to the execution of this Agreement, except as set forth on Schedule V(b) hereto.

(f) Each of Fifth Third and its subsidiaries has been duly organized, is validly existing in good standing under the laws of its jurisdiction of organization and has all power and authority (corporate and other) necessary to own or hold its material properties and to conduct its business substantially in the manner in which it presently conducts such business, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification, except for failures to be so qualified or be in good standing that would not reasonably be expected to have a material adverse effect on the financial condition, stockholders’ equity or results of operations of Fifth Third and its subsidiaries, taken as a whole.

(g) Fifth Third is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). Fifth Third and each of its subsidiaries are in compliance in all material respects with all laws administered by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), the Federal Deposit Insurance Corporation (“FDIC”) and any other federal or state bank regulatory authorities (together with the Federal Reserve Board and the FDIC, the “Bank Regulatory Authorities”) with jurisdiction over Fifth Third and its subsidiaries, except for failures to be so in compliance that would not reasonably be expected to have a material adverse effect on the financial condition, stockholders’ equity or results of operations of Fifth Third and its subsidiaries, taken as a whole.

(h) The deposit accounts of each of the bank subsidiaries of Fifth Third are insured up to applicable limits by the FDIC and no proceedings for the termination or revocation of such insurance are pending or, to the knowledge of Fifth Third, threatened.

(i) The Securities have been duly authorized, and, when issued, delivered and paid for pursuant to this Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of Fifth Third entitled to the benefits provided by the Indenture; the Indenture has been duly authorized and, at the Closing Date (as defined in Section 3 hereof), the Indenture will be duly qualified under the Trust Indenture Act and will constitute a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Securities and the Indenture conform in all material respects to the descriptions thereof in the Pricing Disclosure Package and the Prospectus.

(j) Fifth Third has all corporate power and authority necessary to execute and deliver this Agreement, the Indenture and the Securities and to perform its obligations hereunder and thereunder; the execution, delivery and performance of this Agreement, the Indenture and the Securities by Fifth Third and compliance with the provisions hereof and thereof by Fifth Third will not constitute a breach of or default under, the Articles of Incorporation or Code of Regulations of Fifth Third or any of its subsidiaries, or any material agreement, indenture or other instrument to which Fifth Third or any of its subsidiaries is a party, or, to the best of Fifth Third’s knowledge, any law, order, rule, regulation or decree of any court, governmental agency or authority located in the United States having jurisdiction over Fifth Third or any of its subsidiaries or any property of Fifth Third or any of its subsidiaries, which breach or default

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would be reasonably likely to have a material adverse effect on the financial condition, stockholders’ equity or results of operations of Fifth Third and its subsidiaries, taken as a whole or on the ability of Fifth Third to perform its obligations hereunder or its obligations under the Indenture or the Securities; and, no consent, authorization or order of, or filing or registration with, any court or governmental agency or authority is required for the execution, delivery and performance of this Agreement, the Indenture and the Securities by Fifth Third except such as have been made or obtained or will be made or obtained on or before the Closing Date (as defined in Section 3) and except such as may be required under applicable state securities or “blue sky” laws.

(k) Neither Fifth Third nor any of its subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus, except for losses or interferences that would not reasonably be expected to have a material adverse effect on the financial condition, stockholders’ equity or results of operations of Fifth Third and its subsidiaries, taken as a whole; and, since the respective dates as of which information is given in the Registration Statement and the Pricing Prospectus, there has not been any material change in the capital stock or long-term debt of Fifth Third or any of its subsidiaries or any material adverse change, or any development that is reasonably likely to result in a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of Fifth Third and its subsidiaries, otherwise than as set forth or contemplated in the Pricing Prospectus.

(l) Fifth Third has an authorized capitalization as set forth in the Pricing Prospectus, and all of the issued shares of capital stock of Fifth Third have been duly and validly authorized and issued and are fully paid and non-assessable.

(m) Neither Fifth Third nor any of its subsidiaries is in violation or default of (i) any of its Articles of Incorporation, Code of Regulations, By-laws or other constitutive documents, (ii) the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound or (iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over Fifth Third, its subsidiaries or any of its and its subsidiaries properties, as applicable, except, in the case of clauses (ii) and (iii), for violations or defaults that would not reasonably be expected to have a material adverse effect on the financial condition, stockholders’ equity or results of operations of Fifth Third and its subsidiaries, taken as a whole.

(n) Fifth Third has filed all foreign, federal, state and local tax returns that are required to be filed or has requested extensions thereof and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith and further except for failures to so file or pay that would not reasonably be expected to have a material adverse effect on the financial condition, stockholders’ equity or results of operations of Fifth Third and its subsidiaries, taken as a whole.

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(o) Fifth Third is not subject to any order of the Federal Reserve Board which, as of the date hereof, prohibits the payment of dividends by any of its subsidiaries.

(p) Other than as set forth in the Pricing Prospectus, there are no legal or governmental proceedings pending to which Fifth Third or any of its subsidiaries is a party or of which any property of Fifth Third or any of its subsidiaries is the subject which would individually or in the aggregate reasonably be expected to have a material adverse effect on the financial condition, stockholders’ equity or results of operations of Fifth Third and its subsidiaries, taken as a whole, or on the ability of Fifth Third to perform its obligations hereunder or its obligations under the Indenture or the Securities; and, to the best of Fifth Third’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

(q) Fifth Third is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof, will not be an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended.

(r) Deloitte & Touche LLP, who have certified certain financial statements of Fifth Third and its subsidiaries and have audited Fifth Third’s internal control over financial reporting and managements’ assessment thereof, are independent public accountants as required by the Act and the rules and regulations of the Commission thereunder.

(s) Fifth Third maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Fifth Third’s internal control over financial reporting is effective and Fifth Third is not aware of any material weaknesses in its internal control over financial reporting;

(t) Since the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus, there has been no change in Fifth Third’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Fifth Third’s internal control over financing reporting; and

(u) Fifth Third has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to Fifth Third, including its consolidated subsidiaries, is made known to Fifth Third’s Chief Executive Officer and its Chief Financial Officer by others within those entities and such disclosure controls and procedures are effective.

(v) At the earliest time that Fifth Third or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Securities, Fifth Third was not an “ineligible issuer” as defined in Rule 405 under the Act.

2. Purchase and Sale . Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, Fifth Third agrees to sell to each Underwriter,

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and each Underwriter agrees, severally and not jointly, to purchase from Fifth Third, at the purchase price set forth in Schedule I or Schedule II hereto, as applicable, the principal amounts of the Securities set forth opposite such Underwriter’s name in Schedule III hereto.

3. Delivery and Payment . Delivery of and payment for the Securities shall be made at the office, on the date and at the time specified in Schedule I or Schedule II hereto, as applicable, which date and time may be postponed by agreement between the Representatives and Fifth Third (such date and time of delivery of and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of Fifth Third in the manner and type of funds specified in Schedule I or Schedule II, as applicable. Certificates for the Securities shall be registered in such names and in such denominations as the Representatives may request not less than one full business day in advance of the Closing Date.

Fifth Third agrees to have the Securities available for inspection, checking and packaging in New York, New York, on the business day prior to the Closing Date.

4. Offering by Underwriters . It is understood that the several Underwriters propose to offer the Securities for sale as set forth in the Prospectus.

5. Agreements . Fifth Third agrees with the several Underwriters that:

(a) Fifth Third will cause the Prospectus to be filed, or transmitted for filing, with the Commission pursuant to Rule 424(b) under the Act and will promptly advise the Representatives when the Prospectus has been so filed or transmitted for filing, and, prior to the termination of the offering of the Securities to which such Prospectus relates, also will promptly advise the Representatives (i) when any amendment to the Registration Statement has become effective or any further supplement to the Basic Prospectus or Prospectus has been so filed or transmitted for filing, (ii) of any request by the Commission for any amendment of the Registration Statement or the Basic Prospectus or Prospectus or for any additional information, (iii) of the issuance by the Commission of any order preventing or suspending the use of a Preliminary Prospectus or other prospectus in respect of the Securities or of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for any such purpose, and (iv) of the receipt by Fifth Third of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. Fifth Third will use its reasonable best efforts to prevent the issuance of any such stop order or order preventing or suspending the use of any Preliminary or other prospectus or suspending any such qualification and, if issued, to obtain as soon as reasonably possible the withdrawal thereof. For so long as a prospectus relating to the Securities is required to be delivered under the Act, Fifth Third will not file or transmit for filing any amendment to the Registration Statement or supplement to a prospectus which relates to the Securities unless Fifth Third has furnished you or counsel for the Underwriters a copy for your review prior to filing or transmission for filing.

(b) Fifth Third will prepare a final term sheet, containing solely a description of the Securities, in a form approved by the Representatives and file such term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule and file promptly all other material required to be filed by Fifth Third with the Commission pursuant to Rule 433(d) under the Act.

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(c) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act (or in lieu thereof, the notice referred to in Rule 173(a) under the Act), any event occurs as a result of which the prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made when such prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or if it shall be necessary to amend or supplement a prospectus in connection with the sale of the Securities to comply with the Act or the rules and regulations of the Commission thereunder, promptly after becoming aware thereof, Fifth Third will notify the Representatives or counsel for the Underwriters and, upon their or its reasonable request, prepare and file or transmit for filing with the Commission an amendment or supplement which will correct such statement or omission or effect such compliance, and prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended prospectus or a supplement to the prospectus which will correct such statement or omission or effect such compliance.

(d) Fifth Third will make generally available to its security holders and to the Representatives as soon as practicable, but not later than 45 days after the end of the 12-month period beginning at the end of the fiscal quarter of Fifth Third during which the filing, or transmission for filing, of the Prospectus pursuant to Rule 424(b) under the Act occurs (except not later than 90 days after the end of such period if such quarter is the last fiscal quarter), an earnings statement (which need not be audited) of Fifth Third and its subsidiaries, covering such 12-month period, which will satisfy the provisions of Section 11(a) of the Act.

(e) Fifth Third will use its best efforts to furnish in New York City to each of the Underwriters prior to 10:00 a.m., New York City time, on the New York business day next succeeding the date of this Agreement and from time to time, as many copies of the Prospectus, including each related preliminary prospectus supplement and all amendments of and supplements to such documents as may be reasonably requested.

(f) Fifth Third will pay all expenses incident to the performance of its obligations under this Agreement, and will pay the expenses of printing and filing all documents relating to the offering and mailing and delivering such to Underwriters and dealers, any filing fee incident to any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities, all expenses in connection with the qualification of the Securities for offering and sale under state securities laws (including the fees and disbursements of counsel to the Underwriters in connection with such qualification and the preparation of the Blue Sky and legal investment surveys), any taxes payable in connection with the sale and delivery of the Securities by Fifth Third to the Underwriters, and any fees charged for rating the Securities.

(g) Fifth Third will use its reasonable best efforts to arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives may designate and to maintain such qualifications in effect so long as required for the distribution of the Securities; provided that Fifth Third shall not be required to qualify to do business in any jurisdiction where it is not now qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject.

(h) During the period beginning from the date of this Agreement and continuing until the Closing Date or such longer period as may be agreed to by Fifth Third and set forth in

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Schedule I or Schedule II hereto, as applicable, relating to the Securities, Fifth Third will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any of its debt securities which mature more than one year after the Closing Date and which are substantially similar to the Securities without the prior written consent of the Representatives.

(i) Fifth Third will file promptly all reports and any definitive proxy or information statements required to be filed by Fifth Third with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required in connection with the offering or sale of such Securities.

(j) Fifth Third represents and agrees that, other than the final term sheet prepared and filed pursuant to Section 5(b) hereof, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act, and each Underwriter represents and agrees that, without the prior consent of Fifth Third and the Representatives, other than one or more term sheets relating to the Securities containing customary information and conveyed to potential purchasers of Securities, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus.

(k) Fifth Third has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending.

(l) Fifth Third agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, Fifth Third will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to Fifth Third by any Underwriter expressly for use therein.

(m) Any free writing prospectus the use of which has been consented to by Fifth Third and the Representatives (other than the final term sheet prepared and filed pursuant to Section 5(b) hereof) is listed on Schedule V(a) hereto.

6. Conditions to the Obligations of the Underwriters . The obligations of the Underwriters to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of Fifth Third contained herein as of the date hereof and the Closing Date, to the accuracy of the statements of Fifth Third made in any certificates pursuant to the provisions hereof, to the performance by Fifth Third of its obligations hereunder and to the following additional conditions:

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(a) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceedings for that purpose shall have been instituted and be pending or have been threatened as of the Closing Date; no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with.

(b) Fifth Third shall have furnished to the Representatives a certificate, dated the Closing Date, of Fifth Third, signed by the principal financial or accounting officer of Fifth Third