FIFTH THIRD BANCORP

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The consummation of the Comerica Merger is contingent upon the satisfaction of a number of conditions, including stockholder and regulatory approvals, that may be outside either party’s control and that either party may be unable to satisfy or obtain or which may delay the consummation of the Comerica Merger or result in the imposition of conditions that could reduce the anticipated benefits from the Comerica Merger or cause the parties to abandon the Comerica Merger.

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Consummation of the Comerica Merger is contingent upon the satisfaction of a number of conditions, some of which are beyond either party’s control, including, among others:

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•adoption of the Merger Agreement by Comerica’s stockholders;

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•approval by Fifth Third shareholders of the issuance of the Fifth Third common stock to be issued in the Comerica Merger;

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•authorization for listing on the NASDAQ of the shares of Fifth Third common stock to be issued in the Comerica Merger;

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•the receipt of required regulatory approvals;

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•effectiveness of the registration statement on Form S-4 to be filed by Fifth Third in connection with the Comerica Merger; and

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•the absence of any order, injunction, decree or other legal restraint preventing the completion of the Comerica Merger.

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Each party’s obligation to complete the Comerica Merger is also subject to certain additional customary conditions, including:

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•subject to certain exceptions, the accuracy of the representations and warranties of the other party;

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•performance in all material respects by the other party of its obligations under the Merger Agreement; and

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•receipt by such party of an opinion from its counsel to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

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These conditions to the closing of the Comerica Merger may not be fulfilled in a timely manner, or at all, and, accordingly, the Comerica Merger may not be completed. In addition, the parties can mutually decide to terminate the Merger Agreement at any time, before or after receipt of the requisite approvals by Fifth Third shareholders or Comerica stockholders, or either party may elect to terminate the Merger Agreement in certain other circumstances.

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As a condition to granting required regulatory approvals, governmental entities may impose conditions, limitations or costs, require divestitures or place restrictions on Fifth Third’s conduct after the closing of the Comerica Merger. Such conditions or changes and the process of obtaining regulatory approvals could, among other things, have the effect of delaying completion of the Comerica Merger or of imposing additional costs or limitations on Fifth Third following the Comerica Merger, any of which may have an adverse effect on Fifth Third.

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Either party may also be subject to lawsuits challenging the Comerica Merger, and adverse rulings in these lawsuits may delay or prevent the Comerica Merger from being completed or require either party to incur significant costs to defend or settle these lawsuits. Any delay in completing the Comerica Merger could cause Fifth Third not to realize, or to be delayed in realizing, some or all of the benefits that Fifth Third expects to achieve if the Comerica Merger is successfully completed within its expected time frame.

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Fifth Third expects to incur substantial expenses related to the Comerica Merger and to the integration of Comerica.

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Fifth Third has incurred and expects to incur a number of costs associated with the Comerica Merger and the integration of Comerica. These costs include financial advisory, legal, accounting, consulting and other advisory fees, severance/employee benefit‐related costs, public company filing fees and other regulatory fees and financial printing and other related costs. There are also a large number of processes, policies, procedures, operations, technologies and systems that may need to be integrated. Fifth Third will also dedicate resources toward meeting the higher regulatory and supervisory standards applicable to Category III bank holding companies, a classification that is not applicable to Fifth Third today.

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While Fifth Third has assumed that a certain level of costs will be incurred, there are many factors beyond its control that could affect the total amount or the timing of the integration expenses. Moreover, many of the expenses that Fifth Third will incur are, by their nature, difficult to estimate accurately. Fifth Third expects these expenses will, particularly in the near term, exceed the savings achieved from the elimination of duplicative expenses and the realization of economies of scale. These integration expenses will result in charges against earnings as a result of the Comerica Merger or the integration of Comerica, and the amount and timing of such charges are uncertain at present.

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Fifth Third may fail to realize all of the anticipated benefits of the Comerica Merger, or those benefits may take longer to realize than expected due to factors that may be outside Fifth Third’s or Comerica’s control. Fifth Third may also encounter significant difficulties in integrating Comerica.

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Fifth Third may fail to realize the anticipated benefits of the proposed Comerica Merger, including, among other things, cost synergies, due to factors that may be outside either party’s control, including, but not limited to, changes in laws or regulations or in the interpretation of existing laws or regulations, whether caused by a change in government or otherwise, or general economic, political, legislative or regulatory conditions, and the outcome of any legal or regulatory proceedings that may be currently pending or later instituted against Fifth Third (before or after the Comerica Merger) or against Comerica.

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Both parties have operated and, until the completion of the Comerica Merger, will continue to operate, independently. The success of the Comerica Merger, including anticipated benefits and cost savings, will depend, in part, on Fifth Third’s ability to successfully integrate Comerica’s operations in a manner that results in various benefits and that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers, as well as Fifth Third’s ability to successfully integrate Comerica.

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Fifth Third’s future results may suffer if Fifth Third does not effectively manage its expanded operations following the Comerica Merger.

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Following the Comerica Merger, the size and scope of Fifth Third’s business will increase beyond its current size and scope. Fifth Third’s future success depends, in part, upon the ability to manage its expanded businesses, which will pose substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. There can be no assurances Fifth Third will be successful or that Fifth Third will realize the expected operating efficiencies, cost savings and other benefits currently anticipated from the Comerica Merger.

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In addition, following the Comerica Merger, Fifth Third may be subject to increased scrutiny by, and/or additional regulatory requirements of, governmental authorities as a result of the Comerica Merger or the size, scope and complexity of Fifth Third’s business operations, which may have an adverse effect on Fifth Third’s business, operations or stock price.

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While the Comerica Merger is pending, Fifth Third will be subject to business uncertainties and contractual restrictions that could adversely affect Fifth Third’s business and operations.

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Uncertainty about the effect of the Comerica Merger on employees, customers, suppliers and other persons with whom Fifth Third or Comerica have a business relationship may have an adverse effect on Fifth Third’s business, operations and stock price. Existing customers, suppliers and other business partners of Fifth Third and of Comerica could decide to no longer do business with Fifth Third or with Comerica before the completion of the Comerica Merger or with Fifth Third after the Comerica Merger is completed, reducing its anticipated benefits. Both parties are also subject to certain restrictions on the conduct of their respective businesses while the Comerica Merger is pending. As a result, certain projects may be delayed or abandoned and business decisions could be deferred. Employee retention may be challenging for Comerica before completion of the Comerica Merger, as certain employees of Comerica may experience uncertainty about their future roles with Fifth Third following the Comerica Merger, and these retention challenges will require Fifth Third to incur additional expenses in order to retain key employees of Comerica. If key employees of Comerica depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with Comerica or with Fifth Third following the Comerica Merger, the benefits of the Comerica Merger could be materially diminished.

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Failure to complete the Comerica Merger could cause Fifth Third’s results to be adversely affected, Fifth Third’s stock price to decline or have a material and adverse effect on Fifth Third’s liquidity and capital resources.

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If the Comerica Merger is not completed for any reason, Fifth Third’s stock price may decline because costs related to the Comerica Merger, such as legal, accounting and certain financial advisory fees, must be paid even if the Comerica Merger is not completed. In addition, if the Comerica Merger is not completed, Fifth Third’s ongoing business may be adversely affected and, without realizing any of the benefits of having completed the Comerica Merger, Fifth Third would be subject to a number of risks, including the following:

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•Fifth Third may experience negative reactions from the financial markets, including negative impacts on Fifth Third’s stock price;

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•Fifth Third may experience negative reactions from Fifth Third’s customers, vendors and associates; and

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•Fifth Third’s management team will have devoted substantial time and resources to matters relating to the Comerica Merger (including integration planning), and would otherwise have devoted their time and resources to other opportunities that may have been beneficial to Fifth Third as an independent financial institution.

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Moreover, if Comerica terminates the merger agreement because Fifth Third’s board of directors withdraws or modifies or qualifies its recommendation that its shareholders vote in favor of the proposed merger, Fifth Third may be required to pay a termination fee of $500 million to Comerica. In addition, if the Comerica Merger is not completed, whether because of Fifth Third’s failure to receive approval from its shareholders or required regulatory approvals in a timely fashion or because Fifth Third has breached its obligations in a way that permits Comerica to terminate the merger agreement, or for any other reason, Fifth Third’s stock price may decline to the extent that the current market price reflects a market assumption that the Comerica Merger will be completed.