FIFTH THIRD BANCORP

CODE OF BUSINESS CONDUCT AND ETHICS

Introduction

Fifth Third Bancorp (Fifth Third), and its subsidiaries and affiliates, have many important assets, but the most valuable is our established and unquestioned reputation for integrity. As professionals, we are judged by our conduct and we must act in a manner that merits public trust and confidence. Because of the nature of the banking business, many people hold us to a higher standard than other industries. Fifth Third has adopted this Code of Business Conduct and Ethics to help ensure that it retains its integrity and merits public trust and confidence.

Who is Responsible? All officers, directors and employees of Fifth Third, its subsidiaries and its affiliates are responsible to become familiar with, follow and promote compliance with this Code. You shall comply with the spirit of these guidelines and not attempt to achieve indirectly, through the use of agents or other intermediaries, what is forbidden directly. This Code is periodically reviewed by Fifth Thirds Nominating and Corporate Governance Committee of its Board of Directors. The Audit Committee of the Board of Directors is charged with administering the Code and enforcing its provisions.

Guidance for Using This Code. The Code is a general outline of the standard by which all directors, officers and employees of Fifth Third (including Fifth Thirds Chief Executive Officer, Chief Financial Officer, Controller and its other executive officers) should conduct themselves. The Code is not intended to cover every applicable law or provide answers to all questions that might arise. This Code, together with the attached Self-Dealing policy, is a part of the policies and procedures relating to conduct, ethics, conflicts of interest and self-dealing that govern all of us at Fifth Third. You should read this Code and the Self-Dealing policy carefully, and if you have any questions they should be directed to Employee Relations or the Director of Risk Policy. The Code is not intended to and does not in any way constitute an employment contract or assurance of continued employment, and does not create any rights in any director, officer, employee, client, supplier, competitor, shareholder or any other person or entity.

In most situations, our personal values and integrity will guide us to the right decision. However, we must always keep in mind how our actions affect the credibility of our organization as a whole, and for this reason, our business ethics must reflect the values and standards of conduct outlined in this Code. We encourage each employee to ask questions, seek guidance and express any concerns they may have. When in doubt, employees should ask themselves the following questions:

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