To the Shareholders and Board of Directors of Fifth Third Bancorp:  We have audited the internal control over financial reporting of Fifth Third Bancorp and subsidiaries (the “Bancorp”) as of December 31, 2010,  based on criteria established in  Internal Control — Integrated Framework  issued by the Committee of Sponsoring Organizations of the Treadway  Commission. The Bancorp's management is responsible for maintaining effective internal control over financial reporting and for its assessment  of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Assessment as to the Effectiveness  of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Bancorp's internal control over financial  reporting based on our audit.  We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those  standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial  reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting,  assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the  assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a  reasonable basis for our opinion.  A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal  executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors,  management, and other personnel 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. A company's internal control over financial  reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly  reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary  to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of  the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable  assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a  material effect on the financial statements.  Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper  management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also,  projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the  controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may  deteriorate.  In our opinion, the Bancorp maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010,  based on the criteria established in  Internal Control — Integrated Framework  issued by the Committee of Sponsoring Organizations of the Treadway  Commission. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the  consolidated financial statements as of and for the year ended December 31, 2010 of the Bancorp and our report dated February 28, 2011  expressed an unqualified opinion on those consolidated financial statements.  To the Shareholders and Board of Directors of Fifth Third Bancorp:  We have audited the accompanying consolidated balance sheets of Fifth Third Bancorp and subsidiaries (the “Bancorp”) as of December 31,  2010 and 2009, and the related consolidated statements of income, equity, and cash flows for each of the three years in the period ended  December 31, 2010. These consolidated financial statements are the responsibility of the Bancorp's management. Our responsibility is to express  an opinion on these consolidated financial statements based on our audits.  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those  standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material  misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit  also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial  statement presentation. We believe that our audits provide a reasonable basis for our opinion.  In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Fifth Third Bancorp  and subsidiaries at December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the three years in the period  ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.  We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Bancorp’s  internal control over financial reporting as of December 31, 2010, based on the criteria established in  Internal Control—Integrated Framework  issued  by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2011 expressed an unqualified  opinion on the Bancorp's internal control over financial reporting.  Cincinnati, Ohio  February 28, 2011  Cincinnati, Ohio  February 28, 2011  Fifth Third Bancorp 67  REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 