Fitch Ratings has affirmed the long-term ratings of Fifth Third Bancorp (FITB, 'AA-'/'F1+') and its principal banking subsidiaries. Fitch has also revised the Rating Outlook to Negative from Stable. These rating actions follow FITB's announcement of balance sheet restructuring it will undertake during the fourth quarter of 2004. A complete list of ratings follows at the end of this release.

FITB has announced plans to reposition the balance sheet in light of the current interest rate environment and expectations of rising rates. During the fourth quarter of 2004, the company intends to reduce the investment portfolio by roughly 20% by selling approximately $6.5 billion in securities at an estimated pre-tax realized loss of $80 million. In addition, FITB will unwind certain receive fixed/pay variable interest rate swaps and incur about $260 million in pre-tax charges to prepay approximately $3 billion in long-term debt. The total of $340 million represents just under half of FITB's pre-tax income in the third quarter 2004.

FITB's strong earnings generation can easily absorb the charges detailed above and the company expects the actions to result in material margin improvement in 2005. However, Fitch's Rating Outlook revision to Negative reflects the potential effect of the restructuring and consummation of the pending First National Bankshares of Florida acquisition on capital levels and ongoing capital management. FITB's current ratings incorporate the company's historically solid capital levels that have consistently exceeded those of its similarly rated peers. At the end of the third quarter of 2004, FITB's tangible common equity represented 8.13% of tangible assets. The company's rating profile will be sensitive to any marked decline in tangible capital levels. Over the next several quarters, Fitch will be closely monitoring capital management as well as margin trends to assess the extent to which the projected benefits of the restructuring are realized.

The following ratings are affirmed and the Rating Outlook has been revised to Negative from Stable by Fitch:

Fifth Third Bancorp

-- Long-term senior 'AA-';

-- Subordinated debt 'A+';

-- Short-term non-deposit obligations 'F1+';

-- Individual rating 'A/B';

-- Support '5'.

Fifth Third Bank Ohio

Fifth Third Bank Michigan

-- Long-term deposits 'AA';

-- Long-term senior 'AA-';

-- Subordinated debt 'A+';

-- Short-term deposits 'F1+';

-- Short-term non-deposit obligations 'F1+';

-- Individual rating 'A/B';

-- Support '4';

Fifth Third Capital Trust I

Old Kent Capital Trust I

-- Trust preferred 'A+'.