FIFTH THIRD CAPITAL TRUST IV

                           FIFTH THIRD CAPITAL TRUST V

                          FIFTH THIRD CAPITAL TRUST VI





                               CAPITAL SECURITIES

             GUARANTEED TO THE EXTENT SET FORTH IN THE GUARANTEES BY



                               FIFTH THIRD BANCORP



                           ---------------------------



                              Underwriting Agreement

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





To the Representatives of the several Underwriters

   named in Schedule I to the respective

   Pricing Agreements hereinafter described





Ladies and Gentlemen:



     From time to time Fifth Third Capital Trust IV, Fifth Third Capital Trust V

or Fifth Third Capital Trust VI, each a statutory business trust formed under

the laws of the State of Delaware (each a "Trust" and collectively, the

"Trusts"), and Fifth Third Bancorp, an Ohio corporation (the "Company"), as

depositor of each trust and as guarantor, propose to enter into one or more

Pricing Agreements (each a "Pricing Agreement") in the form of Annex I hereto,

with such additions and deletions as the parties thereto may determine, and,

subject to the terms and conditions stated herein and therein, that the Trust

identified in the applicable Pricing Agreement (such Trust being the "Designated

Trust" with respect to such Pricing Agreement) issue and sell to the firms named

in Schedule I to the applicable Pricing Agreement (such firms constituting the

"Underwriters" with respect to such Pricing Agreement and the securities

specified therein) certain of its preferred securities (the "Securities")

representing undivided beneficial interests in the assets of the Designated

Trust. The Securities specified in such Pricing Agreement are referred to as the

"Firm Designated Securities" with respect to such Pricing Agreement. If

specified in such Pricing Agreement, the Designated Trust may grant the

Underwriters the right to purchase at their election an additional number of

Securities, specified as provided in such Pricing Agreement as provided in

Section 3 hereof (the "Optional Designated Securities"). The Firm Designated

Securities and any Optional Designated Securities are collectively called the

"Designated Securities." The proceeds of the sale of the Designated Securities

to the public and of common securities of the Designated Trust (the "Common

Securities") to the Company concurrently with the sale of the Designated

Securities are to be invested in junior subordinated deferrable interest

debentures of the Company (the "Subordinated Debentures") identified in the

Pricing Agreement with respect to such Designated Securities (with respect to

such Pricing Agreement, the "Designated Subordinated Debentures"), to be issued

pursuant to the Junior



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Subordinated Indenture, dated as of March 20, 1997 (the "Indenture"), between

the Company and Wilmington Trust Company, as trustee (the "Indenture Trustee").

The Designated Securities may be exchangeable into Designated Subordinated

Debentures, as specified in Schedule II to such Pricing Agreement. The

Designated Securities will be guaranteed by the Company to the extent set forth

in the Pricing Agreement with respect to such Designated Securities (the

"Designated Guarantee") (all such Designated Guarantees together, the

"Guarantees").

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