Jeff Richardson – Senior VP, Investor Relations Kevin Kabat – Chief Executive Officer Mary Tuuk – Controller Ross Kari – Chief Financial Officer

Matthew O'Connor – UBS Betsy Graseck – Morgan Stanley Michael Mayo – Deutsche Bank

I would like to welcome everyone to the Fifth Third Bancorp fourth quarter 2008 earnings call. (Operator Instructions) Mr. Jeff Richardson, you may begin your conference.

Hello, and thanks for joining us this morning. We'll be talking with you today about our fourth quarter 2008 and full year results as well as recent developments. This call may contain certain forward-looking statements about Fifth Third Bancorp pertaining to our financial condition, results of operations, plans and objectives. These statements involve certain risks and uncertainties. There are a number of factors that could cause results to differ materially from historical performance in these statements. We've identified a number of these factors in our forward-looking cautionary statement at the end of our earnings release and other materials and we encourage you to review those factors. Fifth Third undertakes no obligation and does not expect to update any such forward-looking statements after the date of this call. I'm joined here in the room by several people. Kevin Kabat, our CEO, Chief Financial Officer Ross Kari, Chief Risk Officer Mary Tuuk, our Controller, Dan Poston and Jim Eglseder of Investor Relations. During the question and answer period please provide your name and that of your firm to the operator. With that, I'll turn the call over to Kevin Kabat.

Good morning everyone and thanks for joining us. We know it's a very busy morning for you this morning. I'll make a few comments about the environment, the industry and Fifth Third before talking about high level quarterly results. Then I'll turn things over to Mary and Ross who will review in detail our financial performance during the quarter, our credit trends and some of our expectations going forward. Obviously the environment is extraordinarily difficult right now. Like last earnings season, the broader financial industry situation is again in turmoil. The U.S. government and financial authorities have taken significant steps over the past several months. They've created more stability in money markets. Equity markets are less settled and there seems to be less differentiation among institutions in the past couple of weeks. We experienced credit challenges earlier than others given our geography and I believe the actions we've taken will better position us for the remainder of this cycle. The economy is very weak right now, not just in credit but where consumer spending is important such as deposit service charges and transaction processing. Trends in the economy are uncertain which reduces visibility beyond the immediate future. We're intently focused on those things we control; expenses, getting in front of customers, modifying loans where appropriate, making difficult decisions and evaluating our businesses. This company retained its underlying strengths and we will continue to manage through these issues and move the company forward. Now in terms of our results, some high level comments. We continue to produce strong operating metrics across many areas of the bank. That gives us confidence and evidence of our underlying strengths in an environment that's been difficult for the industry. That said, the industry environment is unusually challenging given the low rates and that's put some pressure on the net interest margin which we expect to persist into the first quarter. We took significant actions this quarter in selling and moving to held-for-sale on our most problematic commercial real estate loans in Florida and Michigan. These sales and transfers resulted in losses being accelerated as these losses were marked to liquidation values or to currently very depressed bid levels. These sales will allow us to focus our resources away from situations that we've determined have little upside potential and redeploy them toward those which have greater recovery potential. We believe we've eliminated any significant potential loss content on these loans going forward. In the process, we have significantly improved our credit metrics and coverage ratios. Our capital position was strengthened considerably at the end of the quarter with the Treasuries investment of $3.4 billion in preferred stock. Our regulatory capital ratios are well above our target levels and we expect that to remain the case for the foreseeable future. We continue to have significant flexibility that serves Fifth Third well as we move through this tough environment. We spent a few minutes on the credit actions that we took. As we indicated, we intended to be very aggressive in dealing with problem credits during the fourth quarter, and we were. We undertook an extensive review of our loan portfolio with a special focus on commercial real estate loans in Michigan and Florida, particularly home builder and non owner occupied commercial real estate loans. As you know, we suspended originations of these loans beginning more than a year ago. Our goal was to identify those situations where we believe we had long and unfruitful work out processes in front of us where we believed our potential recovery was not significant relative to current market values, and where we believed the sale within the next several quarters was feasible. On %0.6 billion in contractual balance loans were sold or were moved to held-for-sale. Approximately 90% of these loans were commercial real estate secured loans in Florida and Michigan. These loans had a carrying value at September 30, 2008 net of prior charge-offs of $1.3 billion. That $1.3 billion was made up of $732 million of non-performing loans and $609 million of performing loans at September 30, although the later were loans with significant potential issues. These loans in aggregate represent the deepest discount loans on our books. We sold $240 million of principal balance loans during the fourth quarter and have contracts to close an additional $180 million this quarter, most of those in January. The remaining loans identified for sale were transferred to held-for-sale with losses recorded down to either the level of bids we received or otherwise to their liquidation value based primarily on recent appraisals. Overall, loans sold or transferred to held-for-sale were reduced to a value of approximately $0.33 of their contractual balances. We continue to aggressively work on selling down the held-for-sale position which we expect to accomplish without further losses. During the fourth quarter, we incurred losses on loans either sold or moved to held-for-sale of $800 million. Over half of these losses, about $440 million were on home building loans with half of those losses in turn, in the Detroit region. We believe this represents an important step in reducing the risk of further loss in the most problematic loans we had in our portfolio, and in particular, eastern Michigan home builder book. That portfolio has been reduced down to $270 million, three-quarters of which is performing. Of the quarter that's on non-accrual, those loans have been charged down to carrying value of about 40%. Turning to the consumer portfolio, we also continued to be very aggressive in restructuring consumer loans or TDR's, modifying over $200 million in the quarter. We believe restructuring loans where appropriate will result in significant greater likelihood of payment and more value ultimately received by Fifth Third. These activities are beneficial not only to our shareholders but are also consistent with the needs of our customers. As of year end, we had $574 million in troubled debt restructurings in NPA's, classified that way because they hadn't met the six month consecutive performance threshold. Fifth Third has been among the most active in the banks in the U.S. in restructuring loans for consumer borrowers, a process we began over a year ago. We've been among the most active among our peers in these restructurings. Only one of the 15 largest U.S. banks reports a higher dollar amount of restructured loans among its non-accrual loans, according to regulatory filings. We have taken and continue to take very significant steps to mitigate losses and have increased the quality of originations considerably. We saw early deterioration in consumer credit trends than others given our footprint, and I believe our early and aggressive action on those issues is showing up in results now. Consumer trends will follow economic conditions, but we've seen a slowing of the pace of deterioration that reflects the benefits our loss mitigation strategies. We've taken steps to bring about similar mitigation in the commercial book from suspending home builder and non-owner occupied commercial real estate originations to the build out of our commercial work out area to the actions we took this quarter to get our most serious problem loans behind us, at least from a loss standpoint. We continue to be very aggressive in other areas including actively seeking updated appraisals to ensure that our loss recognition is as early as appropriate and our credit grades are reflective of current and recent market conditions. At the same time, we conducted a very thorough analysis of our loan loss reserves to ensure that they fully reflected recent economic conditions in terms of inherent losses we would expect from the portfolio, and we built those reserves by over $700 million in addition to the actions we took to reduce risk in the loan portfolio. We believe we're very well positioned to deal with the 2009 environment which will undoubtedly continue to produce higher losses than historical norms. In terms of credit metrics for the loan portfolio, they reflected the challenging environment. Non-performing assets at year end were 296 basis points. Losses were 381 basis points on loans remaining in the portfolio. We expect the credit environment to remain very difficult in the near-term. We've been building our loan loss reserves to ensure they remain strong and sufficient to absorb inherent losses in the portfolio. The reserve to loan ratio at year end was 331 basis points and that represented coverage of non-performing loans in the portfolio of $123%. We'd expect continued growth in the reserve to loan ratio and in non-accruals in coming quarters, but not at the rate of build in 2008. Absent future decisions on credit actions not currently anticipated, first quarter losses in the range of $0.5 billion seems probable at this point, and that's taking a fairly pessimistic view of economic trends, roll rates and credit grate migration. As I noted, the $3.4 billion investment made by the Treasury boosted our regulatory and tangible equity ratio significantly. Our total capital ratio of 14.5%, Tier 1 ratio of 10.5% and tangible equity ratio of 7.9% are all well above our targeted levels at approximately 200 to 300 basis points, even after the charges we took to get problems behind us. We believe these ranges are appropriate as long term targets and as a result, we don't have current plans to change them. We believe having capital in excess of our long term targets is appropriate at this time. As the economy strengthens, that cushion provides us room to grow and I would hope some of it will ultimately end up being more than we need. Our tangible common equity ratio ended the quarter at 423 basis points. This reflects the effect of our credit actions which reduced risk and future credit costs. It's obviously a trade off between reducing those risks and lower capital. We're comfortable with our TCE levels given the risks we've taken out with these actions. We'd expect to remain above the 4% level going forward, although we don't expect much if any organic growth in TCE during the next several quarters until economic conditions improve. And, we have significant internal sources of potential common equity available to us. You know that we are unique in our mix of businesses, and we've discussed our evaluation of these businesses and their value. This valuation was part of our initial capital planning last summer. We indicated we were re-evaluation our plans with the Treasury investment a couple of months ago, and it would be fair to say that given the change in the environment over the past couple of months, these options remain very much an opportunity for us. Additionally, we also have convertible preferred stock outstanding and conversion can be another possibility for generating common equity. Longer term, we do expect to operate at higher TCE levels and will continue to take prudent actions toward that end. Turning to Goodwill, we recorded impairment of $940 million after tax during the quarter or $1.64 per share. This write down resulted from Goodwill impairment testing in preparation for year end financial statements. A key driver here was the decline in our stock price during the quarter and the comparison in the market gap to our book value. It's important to note, as I'm sure you are aware, this charge is non-cash in nature. Obviously it's a large number and affects reported earnings. However, it doesn't affect our cash flow or liquidity or any regulatory or other capital ratios which are all based on tangible equity. I know there's a lot of noise in our numbers this quarter. I do want to spend some time highlighting some positives within our quarter's results as well. Corporate banking fees have continued to very strong, up mid double digits both on a sequential and a year-over-year basis. Our focus on building out the team and product set here is producing a substantial improvement. For the year, our Processing Solution fees were up 11%. While transaction volumes slowed in the fourth quarter given recent consumer spending patterns, our payments business seems to have held up comparatively well. We expect double digit growth in 2009 as well. Mortgage Banking remained fairly strong given the Fed's actions in recent re-fi activity. Loan growth was modest during the quarter, reflecting weak demand among commercial and consumer borrowers. We know there is a tremendous focus on the availability of credit and I can emphatically say we're still making loans to qualified borrowers in all of our markets. We, and our customers, are being cautious and that's being reflected in our core growth numbers. As we discussed during the quarter, while the positive pricing has eased, like other banks we're experiencing the effects of low rates on our deposit spreads, particularly lower yielding transaction accounts. At the same time, asset yields respond more fully to the drop in market rates, as reflected in our net interest income in margin. We've seen deposit competition ease somewhat toward the end of the quarter with the exit of some of the market pricing leaders, although deposit competition still remains fairly stiff. Additionally, the weaker economy [break in audio] across many segments of the deposit base. However, the deposit account production has remained strong with consumer deposit account on a same store basis up 4% over last year and consumer DDA accounts up 7%. Additionally, total account openings were up 5% over last year. We'd expect over time to see competitive behavior change and depositors return to a focus on total value provided and not the rate chasing that's characterized markets over the past six months. In the long run, the combination of every day great rates and our strong customer satisfaction performance will continue to prove a successful strategy as these results indicate. The expense line was affected by a number of items that Ross will talk more about in a minute. Reported expenses were up significantly from last quarter, but excluding the Goodwill impairment and other items outlined in the release, the sequential growth in core expenses was about 8%. Expenses related to credit activity, things like legal, collection costs, provision for unfunded commitments, etc., represented virtually all of that sequential growth. We'd expect expense levels to come down significantly next quarter as we're managing expenses very closely in this environment. With that, let me turn things over to Mary to talk about our credit results.

As Kevin mentioned, we undertook a number of initiatives this quarter related to our commercial loan portfolio in order to deal with our most problematic loan pool where we believes that our chances were worst. This increased the level of net charge-offs in the fourth quarter. For purposes of this credit discussion, we're going to distinguish between loans remaining in the portfolio versus those loans sold or transferred to held-for-sale. During the fourth quarter, we incurred $800 million in losses on loans sold or moved to held-for-sale. These steps were intended to further reduce the risk of some of the more problematic loan portfolios, particularly real estate loans in Michigan and Florida, and with an emphasis on home builders and non-owner occupied commercial real estate loans. To give some more color on the loan types and geographies for the credit actions, let me walk through the components of the $1.6 billion of loans that were sold or moved to held-for-sale. We sold loans for $240 million on contractual balances and a carrying value of $177 million at September 30 incurring losses in the fourth quarter of $120 million. We also moved loans with contractual balances of $1.4 billion and carrying values of $1.2 billion to held-for-sale, incurring losses of $680 million. Taken in aggregate, the loans we sold or moved to held-for-sale were sold or marked to values averaging $0.33 on the dollar. We're confident that we can clear the loans remaining in held-for-sale at that level. Let me give some additional color on the geographic distribution, industry concentration and types of loans sold or moved to held-for-sale. Of the $800 million of charge-offs on loans sold or moved to held-for-sale, 44% were on loans in Michigan and 49% were on loans in Florida. Of those losses, $440 million were related to home builders and developer credit. This took care of the majority of our troubled developer loans in eastern Michigan and we feel more comfortable on a go forward basis about that geography. We took losses and write downs of $159 million this quarter on this one segment in eastern Michigan. We have $270 million of home builder loans in eastern Michigan remaining in the loan portfolio, of which approximately a quarter are non-accrual, and this portfolio has been written down significantly through charge-offs. From an industry perspective, 51% of the $800 million in losses came from companies in the construction industry, and 40% came from companies in other real estate related businesses so over 91% came from real estate related credit. Excluding the $800 million, total net charge-offs on our ongoing portfolio were $827 million, up $364 million from the third quarter. Virtually all of the growth in portfolio losses came from the commercial portfolio. Starting with the commercial portfolio, excluding held-for-sale, commercial net charge-offs totaled $626 million compared with $266 million in the third quarter. A lot of the real estate problems were dealt with in the actions that I described a moment ago. Therefore, the primary driver of remaining losses were C&I charge-offs totaling $383 million, a $298 million increase from last quarter. About half of the fourth quarter charge-offs were attributable to loans to companies in real estate related industries which represented $105 million of losses, and auto retailers which accounted for $84 million of losses. We don't expect to see similar levels of C&I losses in the first quarter, although we would expect continues stress in these sectors due to weakness in consumer spending and rising unemployment. Commercial mortgage losses were $94 million for the quarter with 64% of losses coming from Michigan and Florida. Losses on commercial construction loans were $150 million compared to $88 million of losses in the third quarter. Of the $626 million in commercial portfolio losses, residential home builder and developer credit accounted for $128 million with about half of that in Michigan. Moving on the consumer book, consumer net charge-offs were $201 million or 2.4%, only slightly higher than the $196 million we saw in the third quarter level. Residential mortgage net charge-offs were down $9 million for the quarter, and home equity net charge-offs were down $2 million. Auto loan net charge-offs rose $11 million from the third quarter, reflecting pressure on borrowers and lower values received at auction. Credit card net charge-offs were up $6 million from the prior quarter. Trends in these products' performance will continue to be driven by the overall health of the economy. The driver of the decline in home equity net charge-offs was the brokered portfolio. That portfolio continues to run off since we shut down production in 2007. The net charge-off ratio for our brokered portfolio fell to 4.5% from 5% in the third quarter, although that's still more than four times the loss rate of our branch generated portfolio. Losses in the direct portfolio were relatively stable at approximately 100 basis points for the quarter. Now, moving on to NPA's, NPA's, including held-for-sale, totaled $3 billion at quarter end. Excluding $473 million of NPA's related to our held-for-sale activities where the loans have already been fully marked, NPA's totaled $2.5 billion or 296 basis points of loans, down from $2.8 billion last quarter. As Kevin mentioned, $218 million of our NPA growth was due to troubled consumer debt restructuring in the quarter. The declines in commercial portfolio NPA's are the result of our loan sales and held-for-sale activities. Portfolio C&I NPA's were down $9 million from the third quarter. Portfolio commercial construction NPA's were down $259 million and commercial mortgage NPA's were down $247 million. At the end of the third quarter, Michigan and Florida accounted for 38% of our total commercial real estate portfolio and 37% of our commercial real estate NPA's. Across the portfolios, residential builder and developer NPA's of $366 million are now about half of prior quarter levels. Consumer NPA's of $1 billion were up $186 million or 22% from the third quarter, driven by $218 million in new TDR's during the quarter. I note that we've modified about $770 million in consumer loans since the third quarter of 2007 of which $574 million are carried in NPA's currently. About a third of loans modified more than six months ago have cured and about a third of the loans that we've restructured to date, are currently more than thirty days past due. As Kevin noted, we've been unusually aggressive in this area. As I noted, these TDR's that accounted for almost all consumer NPA growth in the quarter, and for the year. Turning to the allowance for loan and lease losses, it was $2.8 billion at the end of the quarter, up $729 million. Provision expense for the quarter was $2.4 billion and was 145% of net charge-offs, including credit actions resulting in an increase in the reserve to loan ratio from 2.41% to 3.31%. The allowance to non-performing loan ratio increased from 79% in the third quarter to 123% as of the end of the fourth quarter. That ratio includes troubled debt restructuring which has specific reserves associated with them as part of the revaluation process when they are modified. As you know, the other non-performing assets are marked net of reserved as part of the ordinary process, and thus do not have reserves held against them. These would include OREO, repossessed auto and non-performing assets in loans held-for-sale. Additionally, we have reserved in the form of purchase accounting mark of about $450 million that are available to absorb credit losses, but which are not included in our loan loss reserve metric. Overall, we feel our reserves are very substantial to deal with losses that we may incur in the future. Now, I'll turn it over to Ross, but before I do, I'd like to remind you that we again provided some additional disclosures accompanying our earnings materials, stratifying our portfolios by the characteristics that are driving differential loss experience as well as some presentation materials depicting trends and data about some of our key portfolios.

First I'd like to say it's a pleasure to be here. I've been at Fifth Third for about two months now and it's been quite a couple of months. The industry is facing a lot of challenges right now and I found at Fifth Third a great group of talented people, very focused on addressing the problems the environment has presented, while still ensuring we keep creating value in the company for long term success. I look forward to getting re-acquainted for those of you I haven't seen in several years and to meeting the rest of you. Let me start with a summary of earnings per share and some high level results. For the quarter, we reported a loss of $2.2 billion or $3.82 per share. The primary driver of this loss was net charge-offs that totaled $1.6 billion, of which $800 million was attributable to loans that were sold or moved to held-for-sale. Additionally, we increased our reserves by a very substantial $729 million to provide for higher inherent losses in the portfolio given the deteriorating environment. The other major driver was Goodwill impairment charge that Kevin mentioned of $940 million after tax. This non-cash charge was triggered by the recent decline in the market value of our common stock and the subsequent evaluation of the Goodwill from a line of business standpoint. The impairment was ultimately determined to be in the commercial and consumer lending lines of business and were recorded there for segment reporting purposes. Obviously, that's a big headline number. We believe we have significantly better positioned the company for dealing with what will remain a very difficult environment in the near-term. We believe we should see lower credit costs going forward given our expectations and positioning today. Let me walk through our results in greater detail, starting with the balance sheet. Average loans in the fourth quarter were up 2% sequentially and 10% year-over-year. Growth included $1.7 billion in activity in off balance sheet programs related to the liquidity environment in the early part of the fourth quarter. These include $1.2 billion of commercial loans previously in conduits that returned to the balance sheet and $484 million in draws on letters of credit related to the RDM's, where counter-parties were unable to re-market. Excluding that $1.37 billion, average loans were up 8% on a year-over-year basis and essentially flat from the third quarter. Average commercial loans increased 3% sequentially and 19% from a year ago. Excluding the off balance sheet activities I just mentioned, commercial loans were flat sequentially and up 16% on a year-over-year basis with most of that C&I growth in the early part of 2008. Average portfolio consumer loans were flat sequentially and down 1% from a year ago. Year-over-year comparisons were affected by the sale and securitization of $2.7 billion of auto loans in the first quarter of 2008. Within consumer loans, auto loans were up 2% sequentially and down 11% compared with last year going on sales and securitizations of prior quarters. Credit card balances were up 2% sequentially and up 20% on a year-over-year basis. Balance growth has slowed as consumer spending weakened over the course of the year. This remains a relationship related product that originated in footprint through our branch network with high average FICO's. Residential mortgages were down 4% sequentially and down 6% from a year ago. We originate mortgages to performing standards with the intent to sell 95% of our production. The lower volume of production we're putting on the balance sheet is a primary driver of decline as our legacy book runs off. We did see an increase in origination volume in December as lower rates prompted many people to refinance their mortgages, so we would expect to see further benefit when those loans close in the first quarter. Home equity loans were up 1% sequentially and up 7% from a year ago. This growth has moderated significantly as we've adjusted our lending parameters. New production reflects branch originated high quality loans generally at greater that 725 FICO's and below 80% combined LTD's across most of the footprint with a max CLTD of 75% in our most distressed markets. We expect continued loan growth to remain moderate on an average basis in the near-term given customer caution and the effect of our $1.3 billion of sales and transfers to held-for-sale which occurred at the end of the quarter. Period end loans should increase a couple of billion dollars in the first quarter and we'd expect more than $10 billion of originations in the first quarter offset by repayments and maturities. Moving on to deposits, period end core deposits were up approximately $4 billion or 6% over third quarter. Average core deposits were up 1% sequentially and up 2% on a year-over-year basis. Average consumer core deposits were up 4% on both a sequential and year-over-year basis. Excluding acquisitions, consumer DDA counts increased 7% on a year-over-year basis, but that growth was partially offset by a 5% decline in average account balance. Total commercial core deposits were down 5% sequentially and 6% from a year ago. Commercial DDA balances increased 5% sequentially and 10% on a year-over-year basis, and commercial interest checking increased 3% on both a year-over-year and sequential basis. A good part of that DDA growth was from companies moving balances from money market savings given the increased FDIC guarantee. The decline overall in commercial core deposits was driven by companies opting to pay for treasury management services through fees rather than compensating balances due to lower earnings credit rates as market rates declined. As Kevin noted, in October and November, we saw extremely aggressive deposit rates from a couple of major competitors. We did see significant easing in deposit competition in December and our CD rates are now about half of what they were during the first two months of the fourth quarter. We continued to grow core deposit balances during this quarter with account growth more than offsetting lower average balances. We'd expect to see core deposit growth continue in that low to mid single digit level in the first quarter. Moving on now to net interest income, net interest income was down $171 million sequentially and rose 14$ on a year-over-year basis. This quarter's NII included $81 million of loan discount accretion related to the June 1 charter acquisition compared with $215 million last quarter. Excluding the discounted accretion and NII fell $37 million or 4% from the previous quarter. This was driven partially by interest reversals on non-performing loans that increased about $10 million from the third quarter to the fourth. NII was also affected by narrower deposit spreads in the low rate environment and migration into higher rate products among our customer base which more than offset the benefit of wider commercial and consumer loan spreads. Net interest margin for the quarter was 3.46%, down from 4.24% in the prior quarter with 54, that 78 basis point decline attributable to the lower loan discount accretion from charter. Excluding these impacts, net interest margin for the quarter was 3.15% compared to 3.39% last quarter. The 24 basis point decline in the core net interest margin was primarily related to narrower deposit spreads, deposit mix shift and our shift of funding towards deposits and away from wholesale funding. We've been focused for some time on growing deposit funding and reducing reliance on market funding in light of the continuing disruption in the liquidity markets. Our focus was particularly intense in the fourth quarter given the substantial strains the credit markets experienced earlier in that period. Obviously this was expensive relative to cost of over net funds. In addition, during the quarter our competitors continued to be very aggressive with deposit rates. We didn't seek to match the highest rates in the market. However, we did defend our customer base by offering competitive rates on a number of savings and term deposit products. We expect these additional costs to move towards more normal levels as pricing rationalizes over time. In the first quarter however, we expect further compression in the core net interest margin as we absorb a full quarter's affect of the Fed's rate cuts on deposit spreads, slightly less than we experienced this past quarter in the core margin. Loan discount accretion of first charter will also be about half the 31 basis point benefit in the fourth quarter. We'd expect net interest margin and net interest income to bottom out in the first quarter. Moving on to non-interest income, reported non-interest income of $642 million was down $75 million sequentially and up $133 million from a year ago. Fourth quarter results include an estimated non cash charge of $34 million related to lower cash surrender value on one of our BOLI policies and $40 million of OTT&I charges. Third quarter results included a $76 million gain related to our satisfactory settlement in Goodwill litigation related to our 1998 acquisition of Citfin, $51 million in OTTI charges on GSC preferred and a $27 million BOLI charge. Fourth quarter 2007 results included a $177 million charge in BOLI charges excluding all of those items the core growth rate for non-interest income was 4% year-over-year and flat compared to the third quarter. Processing revenue was down 2% sequentially and up 3% on a year-over-year basis. While the number of merchant transactions was flat sequentially the average ticket size was down by approximately 6% consistent with softer retail sales in the quarter. We'd expect those fees to be lower in the first quarter with typical seasonality. They should still be up somewhere in the mid to high single digits from a year ago. Corporate banking revenue was up 16% sequentially and 14% on a year-over-year basis driven by exceptional growth in foreign exchange which totaled $29 million in the fourth quarter, an $11 million increase or 64% on a year-over-year basis. Those fees are also typically strongest in the fourth quarter, but we do expect solid year-over-year growth this year. Deposit service charges were down 6% sequentially and up 2% on a year-over-year basis. Sequentially, consumer service charges declined $12 million while commercial service charges rose $3 million. The decline in consumer deposit fees was driven by lower transaction volume, mostly related to lower debit card utilization. Commercial growth was driven by strong sales of our expanded Treasury Management suite as well as the effect of lower earnings credit rates on service charge income. Those fees should be seasonally lower in the first quarter but up high single digits from a year ago. Investment advisory revenue decreased 13% sequentially and 17% from a year ago, reflecting lower market valuations and reduced trading activity related to the decline in equity markets. Given where markets are right now, I wouldn't expect to see growth in this line in the first quarter. As you're aware, our mortgage banking revenue is split between two lines on the income statement. Mortgage banking net revenues, the main one, and securities gains on non qualifying hedges on MSR's is the other. If you net these two lines against one another, mortgage banking related revenue was $67 million for the quarter compared to $67 million last quarter and $32 million a year ago. On a year-over-year basis, the adoption of FAS 159 contributed about $12 million of the increase. Originations were $2.1 billion up modestly from $2 billion last quarter. We expect to see a significant increase in originations in the first quarter as we close and book loans that were applied for in mid December following the Fed rate cut which is one of the reasons our MSR evaluation declined. It's always difficult to predict mortgage banking revenue, but total mortgage revenue should be up a good bit in the first quarter given the current pipeline. Turning to the securities line, we recorded $40 million in OTTI impairment charges on investment securities. Last quarter's securities losses were $63 million largely a result of GSC preferred impairments. I'm not going to walk through other income which is described in the release in detail. The fourth quarter results were $24 million which included $34 million in BOLI write downs as well as $24 million in ORE write downs which was about double the level of the third quarter. The remaining carrying value on this BOLI policy is $290 million but all but about $30 million is currently invested in cash equivalents or money market funds. Moving on to expenses, non-interest expense increased $1.1 billion on both a sequential and year-over-year basis. The primary driver of course was a charge of $965 million pre tax to record Goodwill impairment. Excluding that charge, fourth quarter non-interest expense was up $90 million sequentially and $117 million from a year ago. Fourth quarter 2008 results included some unusually large items such a higher provision for unfunded commitments which was $63 million this quarter versus $17 million last quarter. The insurance reserve accruals on PMI and reserves for derivative counter party losses; these expenses were nearly $100 million higher than in both the third quarter and fourth quarter a year ago. Fourth quarter results also include an estimated $8 million charge due to a change in estimates of losses related to our indemnification obligation with Visa. Third quarter results included $88 million of unusual items which are described in the release. On a year-over-year basis, acquisitions added approximately $26 million of additional operating expense compared with prior year while the impact of the adoption of FAS 159 on the classification mortgage origination cost has added approximately $12 million. Expenses increased in the high single digits excluding the items outlined above for the third and year ago quarters. The remaining growth was fully attributable to higher cost related to collections and work out activity and to higher processing volumes. We expect first quarter expenses to be down significantly, absent that Goodwill charge, closer to the third quarter levels, and we expect efforts to restrain expenses growth throughout the year to offset the higher credit related expenses. Now moving on to capital, on December 31, we closed the investment with U.S. Treasury which added $3.4 billion of capital to our balance sheet. A period intangible equity ratio was 7.9%, Tier 1 ratio was 10.5% and total capital ratio was 14.6%, all well above targets, which we believe is appropriate given the current environment. Kevin discussed capital at length and I will only add that we believe we have the earnings power to absorb losses from our portfolio, and as a result, we'd expect a TCE ratio which is lower than we'd like at 4.25% to be pretty close to the core of what we'd expect. We've taken a lot of risk off the books and have strong reserve levels. As Kevin mentioned, we have a number of avenues to get that ratio up on a longer term basis that we will continue to actively evaluate. On that note, I'll turn the call back over to Kevin for some closing remarks.

These are challenging times and they will remain challenging for some period of time, but we retain the strength and the flexibility to manage through this and we'll continue to deal with our issues aggressively and as transparently as we can. Our employees are working extraordinarily hard for shareholders under trying circumstances and I'd like to thank them and to assure you that that will continue. At the same time, they're also remaining very focused on producing the core results that will under pin stronger earnings power on the other side of the cycle. We appreciate you time this morning. We know it's been a long and difficult earning season and you have a busy day, so we appreciate your attention. And with that, we can now open it up for questions.

(Operator Instructions) Your first question comes from Matthew O'Connor – UBS. Matthew O'Connor – UBS: I appreciate the commentary regarding the tangible common equity which seems like it matters during bad days and doesn't matter so much during the good days, but just trying to get my arms around, is there a magic number that if it dipped down to, would cause you to reconsider selling assets of asking the government for additional help? It's very tough for the investor and analyst community I think to figure out what number is kind of the floor before something happens.

I don't think we have a magic number. Clearly as we said, at 4.25%, we're below where we'd like to stay long term so it leads us to look at all of the avenues that we have which may include some that you mentioned. But there is no magic number. There's no absolute floor that we would consider. Matthew O'Connor – UBS: I think your new expectations are implying another 20 basis points or so decline in the quadrant in 1Q. As we look forward to the rest of the year, a lot of moving pieces, you said it would bottom, but do you think that stabilizes or is there an opportunity for expansion? What's your best guess on that outlook?

I think clearly it's going to be driven by market pricing and opportunities and spreads on both asset and deposit side. But, as we model it right now, we see it bottoming in the first quarter with some expansion opportunity going forward into 2009.

Obviously in this environment, it's hard for the Fed to get below 0.5% and so again, I think Ross kind of summarized our expectations in terms of where we are and what we can do in terms of an outlook perspective to try and really address that.

Your next question comes from Betsy Graseck – Morgan Stanley. Betsy Graseck – Morgan Stanley: Two questions. One is on how you assess the degree which you'll be moving future loan pools to held-for-sale. What are the triggers that you look for to make that decision?

I think clearly it's a very detailed evaluation of markets, products sets, the economy and where we feel that the opportunity to recover non-performing assets through work out is less than what may be available in the secondary market we will seriously consider. We don't have any other markets or product sets that we're focused on right now, but that's a quarter to quarter, month to month activity we're undertaking.

I would just add that this particular quarter, we really focused on those assets that we thought were at the greatest risk for further deterioration, and in particular looked at the feasibility or likelihood of a successful work out outcome in the future. And on that basis, in combination with a very rigorous and methodical review that we did of the markets and the asset classes, came up with those decisions. Betsy Graseck – Morgan Stanley: Obviously you touched on the market for the interest in these assets, so do you anticipate that you'll be able to sell the assets during the quarter?

Yes. A number of the assets that we've moved to held-for-sale are already under contractual commitments and we'll continue those other activities as we previously described.

I'll just add that it's uncertain whether we will move all of the assets in the first quarter of '09. It's something, an activity that we'll be undergoing into the future perhaps for a few quarters, but as Mary said, we have found an active market for many of these assets are under contract and that list of loans that are under contract will continue to grow. Betsy Graseck – Morgan Stanley: The second question is on new loans and making new loans. Can you give us a sense of how you are assessing the quality of the borrowers to make new loans in an environment where there is such deterioration in some of the core economies that you're dealing with?

I think it's first of all important to understand that we're in the lending business and so we continue to make loans in a very disciplined fashion to quality borrowers. So to that end, we continue to review all of our underwriting standards to make sure that those standards meet the appropriate balance of risk and return.

Obviously Betsy you're exactly right. In this environment both borrowers and ourselves are cautious and we've raised and changed a lot of expectations of standards in terms of those loans. But there is still good business to do out there and there's still a need, an important role for lending to play both in our business and in our customers business. That's really what we're focused and that that's really kind of the significance of some of the changes that we've made both in terms of the business mix and we've hopefully been pretty transparent in terms of the market relative to the changes we've implemented over this time period as well as some of the businesses we've shut down and areas we don't do business any more on a go forward basis. Betsy Graseck – Morgan Stanley: There's a couple of different levers. Obviously pricing, collateral and then covenants and I'm sure that those levers you use differently for different customer types. It's a delicate balance because if you move too much you're going to choke off demand.

I'll also add that obviously in any underwriting decision you evaluate stress scenarios for the customer and clearly the type of stress scenarios we're looking at now are probably a little more severe than would have been evaluating in the past. Betsy Graseck – Morgan Stanley: How are you seeing demand for loans in your core, in your customer footprint in both commercial and the consumer side?

We still have good demand, but I think as Kevin said earlier in his prepared remarks, a lot of customers are being cautious so the concern that banks are not lending, it's because a lot of customers are being very cautious and perhaps in many ways the demand may not be there as it had been in past years.

Your next question comes from Michael Mayo – Deutsche Bank. Michael Mayo – Deutsche Bank: In deciding to take the CFO position, this quarter Fifth Third didn't exceed its cost of capital and I'm sure you wouldn't have taken the position if you didn't think Fifth Third wouldn't be able to do that over some course of time, so why did you take the job and how do you think Fifth Third can eventually exceed its cost of capital?

I clearly as you indicated expect that in the long term Fifth Third will be able to exceed its cost of capital. I think the support of the TARP program and everything gives us even more confidence going forward that there's plenty of capital to absorb the potential long term marks on the credit portfolio. The footprint and the franchise is still unique and very competitive in our markets and I think once we get through this credit bubble, I have full faith that we'll be able to return to a position where we will be more than covering our cost of capital. Michael Mayo – Deutsche Bank: I guess that's the long term question. The medium term question, when you talk about you evaluate your options as it relates to capital and you said in the tangible comment we might not improve for a few quarters so I guess that implies that you don't expect to earn much money next few quarters, so what are some of these options having been around for a few quarters now?

I think as I've read back at the history of some of the discussions, certainly some have been around for a few quarters and those options are still there. I'm not sure that we had talked previously about the possibility of converting preferred shares. It doesn't impact total capital but it would benefit tangible common equity which is a major focus right now. They are still there and still very much alive in terms of how we're evaluating them. Michael Mayo – Deutsche Bank: Kevin, anything else for the options in terms of sales of businesses or business lines.

We've tried to be as transparent as we can be at this point. I don't think there's really anything more to add at this point to your point. Again, we've tried to be transparent. It's now a matter of n now moving through the period and executing. Michael Mayo – Deutsche Bank: And then the short term, so you broke down these $0.33 on the dollar, but you only sold $120 million of the $800 million. Is there a chance we would have any more losses on the $680 million that's been transferred but not sold or is that, we're not going to have any more losses there.

We believe that the actions that we took were very prudent and conservative in the methodology that we employed for the write downs so at this point we don't see a future risk of loss. Michael Mayo – Deutsche Bank: And the commercial charge-offs went up quite a bit, the real estate related industries. So what is this? The commercial loans that actually wind up being real estate related after all. What are these real estate related industries?

These would be industries that have a dependency to the real estate business. It could be a rental and leasing kind of borrower or it could be a borrower that would have some other dependency on the real estate industry such as furniture or supplies or other types of activities. Michael Mayo – Deutsche Bank: And what percent of your commercial loans would you say would be somehow real estate related if you had to guess?

We would say if you were to look at both the non-owner occupied portfolio as well as other aspects of our commercial real estate portfolio and then anything else outside of the commercial real estate portfolio that would have some connection to the real estate industry, we think it would be roughly in the range of about half of the portfolio. Michael Mayo – Deutsche Bank: I guess I asked the question differently, but I'm trying to understand your answer.

I'm just trying to make sure we understand your question. If we look at the SIC codes or the mix codes within commercial book, I don't have that number handy, but I think it's closer to 20%. I think Mary was really speaking of industries that are more tangentially related. Retail has, Lowe's and Home Depot for example. The way we report our external SEC reports would be purpose driven, so it's not collateral driven. That's the way the regulatory reports are set up. So these are C&I loans to companies, some of whom are in mixed codes in the real estate industry and construction industry, and that's what we're suggesting when we talk about C&I having a real estate component is that these are C&I loans to companies within the real estate industry. Michael Mayo – Deutsche Bank: So it's not unique for Fifth Third, it's the industry.

Right. Michael Mayo – Deutsche Bank: Salaries were up 5%. Is there anything unusual in that figure?

No, there's nothing unusual in that figure.

I don't think there's anything unusual. You have to look at the impact of acquisitions year-over-year but I think if you back out the impact of acquisitions we have clearly invested in growth in some areas such as the credit work out area an credit risk management but all in all, beyond those, we've been very efficient on salaries and head count.

We have reached the allotted time for questions. Do you have any closing remarks?

No. Thank you very much everybody and have a good day.