Standard&Poor's Ratings Services' ratings on Fifth Third Bancorp. reflect the company's position as a large regional bank with an earnings platform that shows fundamental strength; a solid deposit funding base; and proven access to wholesale funding and capital in difficult markets. Heavily weighing on these rating strengths are the company's deteriorating asset quality due to its exposure to troubled Midwestern and Florida markets, and increased financial leverage. We have incorporated our opinion of the benefits that Fifth Third will derive from direct access to the U.S. Treasury's Troubled Assets Relief Program (TARP) through issuance of preferred shares to the U.S. Treasury. Specifically, Treasury has approved a $3.45 billion investment in the company through its Capital Purchase Program. This