FIFTH THIRD BANCORP*



                        [________ Shares of Common Stock,

                                  No Par Value]



                                      -or-



        [________ Shares of Preferred Stock[, Series ___], No Par Value]



                                      -or-



                         [__________ Depositary Shares,

             Each representing a [Fraction] Interest in a Share of]

                  Preferred Stock[, Series ___], No Par Value]





                             Underwriting Agreement



                                -------- --, ----





To the Representatives named in Schedule I hereto of the Underwriters named in

Schedule II hereto



Ladies and Gentlemen:



     Fifth Third Bancorp, an Ohio corporation ("Fifth Third"), proposes to sell

to the underwriters named in Schedule II hereto (the "Underwriters"), for whom

you are acting as representatives (the "Representatives"), an aggregate of

__________



[shares of its Common Stock ("Common Stock"), no par value (the "Securities")]







-or-





--------

*                       Provisions for Warrants, over-allotment option and

                        convertibility, if necessary, would need to be added to

                        introductory paragraph, representations, opinions, etc.







<PAGE>





[an aggregate of _________ shares of Preferred Stock[, Series ___] of Fifth

Third (the "Securities")]



-or-



[Depositary Shares (the "Shares"), each such share representing ownership of

[fraction] of a share of Preferred Stock[, Series ___] of Fifth Third (the

"Preferred Stock"). The Preferred Stock will, when issued, be deposited by Fifth

Third against delivery of Depositary Receipts ("Depositary Receipts") to be

issued by [ ], as depositary (the "Depositary"), under a Deposit Agreement,

dated as of _________ __, ____ (the "Deposit Agreement"), among Fifth Third, the

Depositary and the holders from time to time of the Depositary Receipts issued

thereunder. Each Depositary Receipt will evidence one or more Shares. The Shares

and the Preferred Stock are herein collectively called the "Securities."]



     1. Representations and Warranties. Fifth Third represents and warrants to,

and agrees with, each Underwriter that:



          (a) The registration statement (File No. 333-_____) on Form S-3 (the

     "registration statement"), 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"). (The

     registration statement, as amended to the date of this Agreement, is

     hereinafter referred to as the "Registration Statement"; such prospectus

     (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, as the same is proposed to be added to or changed), as

     supplemented by a prospectus supplement relating to the Securities, filed

     or transmitted for filing with the Commission pursuant to Rule 424 under

     the Act and used in connection with the sale of the Securities, is

     hereinafter referred to as the "Prospectus"; and such prospectus supplement

     is hereinafter referred to as the "Prospectus Supplement". Any reference

     herein to the Registration Statement, a 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, and any reference

     herein to the terms "amend", "amendment" or "supplement" with respect to

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