FIFTH THIRD BANCORP*



                                   $---------



            [____%] [[Senior] [Subordinated]] [[Debentures] [Notes]]

                              Due _________ __,____



                             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"), its designated debt

securities named in Schedule I hereto (the "Securities"), in the aggregate

principal amount set forth in such Schedule I. The Securities will be issued

under the indenture referenced in Schedule I hereto (the "Indenture"), between

Fifth Third and the trustee named in Schedule I (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-_____) 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









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*  Provisions for Warrants, over-allotment option and convertibility, if

   necessary, would need to be added to introductory paragraph, representations,

   opinions, etc.





<PAGE>









     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 the Registration Statement or

     the Prospectus 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.)



         (b) The Registration Statement, at the time it became effective, and

     any amendments thereof filed prior to the date hereof, as of their

     respective effective dates, conformed 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

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