MANAGEMENT’S ASSESSMENT AS TO THE EFFECTIVENESS OF INTERNAL CONTROL OVER FINANCIAL REPORTING  The Bancorp conducted an evaluation, under the supervision and with the participation of the Bancorp’s management, including the  Bancorp’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Bancorp’s disclosure  controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act). Based on the foregoing, as of the  end of the period covered by this report, the Bancorp’s Chief Executive Officer and Chief Financial Officer concluded that the Bancorp’s  disclosure controls and procedures were effective, in all material respects, to ensure that information required to be disclosed in the reports the  Bancorp files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required and information is  accumulated and communicated to management on a timely basis.  The management of Fifth Third Bancorp is responsible for establishing and maintaining adequate internal control, designed to provide  reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in  accordance with accounting principles generally accepted in the United States of America. The Bancorp’s management assessed the  effectiveness of the Bancorp’s internal control over financial reporting as of December 31, 2010. Management’s assessment is based on the  criteria established in the  Internal Control — Integrated Framework  issued by the Committee of Sponsoring Organizations of the Treadway  Commission and was designed to provide reasonable assurance that the Bancorp maintained effective internal control over financial reporting  as of December 31, 2010. Based on this assessment, management believes that the Bancorp maintained effective internal control over financial  reporting as of December 31, 2010. The Bancorp’s independent registered public accounting firm, that audited the Bancorp’s consolidated  financial statements included in this annual report, has issued an audit report on our internal control over financial reporting as of December  31, 2010. This report appears on page 67 of the annual report.  The Bancorp’s management also conducted an evaluation of internal control over financial reporting to determine whether any changes  occurred during the year covered by this report that have materially affected, or are reasonably likely to materially affect, the Bancorp’s internal  control over financial reporting. Based on this evaluation, there has been no such change during the year covered by this report. Daniel T. Poston  Executive Vice President and Chief Financial Officer  February 28, 2011  Kevin T. Kabat President and Chief Executive Officer February 28, 2011 66 Fifth Third Bancorp