<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
-------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from_________________ to ___________________
Commission file number 000-08076
-------------------------
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
38 Fountain Square Plaza, Cincinnati, Ohio 45263
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
FIFTH THIRD BANCORP
38 Fountain Square Plaza, Cincinnati, Ohio 45263
<PAGE> 2
FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits and financial statements are filed as part of
this annual report:
Exhibit 23 Independent Auditors' Consent
Exhibit 99 Financial Statements and
Supplemental Schedules of The Fifth
Third Bancorp Master Profit Sharing
Plan for the years ended December
31, 1996 and 1995
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the Fifth Third Bank Pension and Profit Sharing Committee has duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
THE FIFTH THIRD BANCORP
MASTER PROFIT SHARING PLAN
Date: June 25, 1997 By:/s/ Michael K. Keating
Michael K. Keating
Member, Pension and Profit
Sharing Committee
<PAGE> 1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-55553 of Fifth Third Bancorp on Form S-8 of our report dated May 30,
1997, appearing in this Annual Report on Form 11-K of The Fifth Third Bancorp
Master Profit Sharing Plan for the year ended December 31, 1996.
/s/ Deloitte & Touche, LLP
Cincinnati, Ohio
June 25, 1997
<PAGE> 1
THE FIFTH THIRD BANCORP
MASTER PROFIT SHARING PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 AND
INDEPENDENT AUDITORS' REPORT FOR INCLUSION IN THE
ANNUAL REPORT (FORM 5500) TO THE INTERNAL REVENUE
SERVICE
<PAGE> 2
INDEX TO
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
FOR THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of December 31, 1996 and 1995 2
Statements of Changes in Net Assets Available for Benefits for the Years Ended
December 31, 1996 and 1995 3
Notes to Financial Statements 4-8
SUPPLEMENTAL SCHEDULES:
Assets Held for Investment Purposes - Item 27(a) as of December 31, 1996 9-10
Reportable Transactions - Item 27(d) for the Year Ended December 31, 1996 11
SUPPLEMENTAL SCHEDULES OMITTED - The following supplemental
schedules are omitted because of the absence of conditions under which they are required:
Assets Acquired and Disposed Within the Plan Year
Party-in-Interest Transactions
Obligations in Default
Leases in Default
</TABLE>
<PAGE> 3
INDEPENDENT AUDITORS' REPORT
Fifth Third Bancorp and the Trustees of The Fifth Third Bancorp Master Profit
Sharing Plan:
We have audited the accompanying statements of net assets available for benefits
of The Fifth Third Bancorp Master Profit Sharing Plan (Plan) as of December 31,
1996 and 1995, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 1996
and 1995, and the changes in net assets available for benefits for the years
then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
accompanying index are presented for the purpose of additional analysis and are
not a required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These schedules are the responsibility of the Plan's management. Such
schedules have been subjected to the auditing procedures applied in the audit of
the basic 1996 financial statements and, in our opinion, are fairly stated in
all material respects when considered in relation to the basic 1996 financial
statements taken as whole.
May 30, 1997
<PAGE> 4
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1996 AND 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
INVESTMENTS, At fair value (Notes 2,3,4):
Common stock of Fifth Third Bancorp $ 16,977,161 $ 12,461,583
Collective Funds:
Cash equivalents 8,125,381 10,154,410
Fixed income 61,644,860 48,438,497
Equity 95,417,751 78,459,812
Mutual Funds 27,867,239 20,323,910
Participant notes receivable 40,626
------------- -------------
Total investments 210,073,018 169,838,212
ACCRUED INVESTMENT INCOME 92,597 83,038
CONTRIBUTIONS RECEIVABLE FROM
SUBSIDIARIES OF FIFTH THIRD BANCORP -- 814,659
CONTRIBUTIONS RECEIVABLE FROM PARTICIPANTS 222,029 150,484
CASH (OVERDRAFT) (4,038) 49,899
OTHER LIABILITY (Note 4) (1,004,143) --
------------- -------------
NET ASSETS AVAILABLE FOR BENEFITS $ 209,379,463 $ 170,936,292
============= =============
</TABLE>
See notes to financial statements.
-2-
<PAGE> 5
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
ADDITIONS:
Income from investments:
Interest $ 617,557 $ 655,112
Dividends 1,698,824 272,873
Net appreciation in fair value of
investments (Note 3) 24,049,358 30,440,345
------------- -------------
Total income from investments 26,365,739 31,368,330
------------- -------------
Contributions from subsidiaries of Fifth Third Bancorp -
(net of participants' elective cash payments of $2,862,969 and
$2,892,978 in 1996 and 1995, respectively (Note 1) 17,895,857 14,814,659
Contributions from participants (Note 1) 5,755,052 4,214,754
------------- -------------
Total contributions 23,650,909 19,029,413
------------- -------------
Transfer of plan assets from acquired banks (Note 5) 3,176,920 2,052,014
------------- -------------
Total additions 53,193,568 52,449,757
------------- -------------
DEDUCTIONS:
Benefits paid to participants (Note 1) (14,656,636) (10,568,652)
Other disbursements (93,761) (69,664)
------------- -------------
Total deductions (14,750,397) (10,638,316)
------------- -------------
INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 38,443,171 41,811,441
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 170,936,292 129,124,851
------------- -------------
End of year $ 209,379,463 $ 170,936,292
============= =============
</TABLE>
See notes to financial statements
-3-
<PAGE> 6
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following brief description of The Fifth Third Bancorp Master Profit
Sharing Plan (the "Plan") is provided for general information purposes
only. Participants should refer to the Plan agreement for more complete
information.
GENERAL - The Plan is a defined contribution profit sharing plan with
separate accounts maintained for each participant. Each regular employee
of a participating Fifth Third Bancorp ("Bancorp") subsidiary, if employed
before November 1, 1996, automatically became a participant on the first
payroll date after becoming an employee. Employees whose employment
commenced on or after November 1, 1996 shall become participants after one
year of service. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA"). The original Plan became
effective December 31, 1954 and was last amended in its entirety effective
November 1, 1996. As a result of this amendment, modifications to vesting,
funding, and contributions became effective on January 1, 1997 and will be
effective for the 1997 Plan year.
ADMINISTRATION - The Fifth Third Bank, a wholly-owned subsidiary of
Bancorp, serves as the trustee of the Plan. The investment assets of the
Plan are held in separate trust funds by Fifth Third Investment Advisors
where such assets are managed.
FUNDING AND VESTING - The Bancorp's contribution to the Plan is an amount
determined annually by the Board of Directors of the Bancorp.
The contribution by the Bancorp and any nonvested balances remaining in
the accounts of participants who terminate their employment are allocated
to participants in the proportion that the compensation of each
participant bears to the compensation of all participants for the Plan
year.
Gains and losses under the Plan, including income from investments and
changes in the market value of investments, are allocated to participants
in proportion to their respective interests in the Plan as of the
preceding valuation date, reduced by any payments to retired participants
made during the period.
Participants may elect to receive up to 50% of their allocation of Bancorp
contributions in cash (elective cash payments) rather than having it
credited to their account. Elective cash payments totaled $2,862,969 and
$2,892,978 for the years ended December 31, 1996 and 1995, respectively,
and have been excluded from contributions and benefits paid amounts in the
accompanying statements of changes in net assets available for benefits.
For the 1996 and 1995 Plan years, the elective portion of Bancorp
contributions credited to participants accounts is vested immediately. The
remaining portion of Bancorp contributions become vested 30% after three
full years of participation, an additional 10% after the fourth year, and
an additional 20% each year thereafter until fully vested.
The Plan permits voluntary contributions from participants up to 8% of
their compensation. Such contributions are credited directly to the
participants' accounts and are fully vested. Contributions may be
allocated to the available investment options at the discretion of the
participant.
-4-
<PAGE> 7
TERMINATION - Although it has not expressed its intention to do so, The
Fifth Third Bank has the right under the Plan to discontinue the
contributions of any participating Bancorp subsidiary at any time and to
amend or terminate the Plan subject to the provisions set forth in ERISA.
If the Plan were to be terminated, the value of the proportionate interest
of each participant would be determined as of the date of termination, and
this amount would be fully vested and nonforfeitable.
BENEFITS - The Plan provides for payment of normal retirement benefits of
accumulated vested amounts upon reaching age 65 and has provisions for
early withdrawals of vested benefits in instances of early retirement,
disability, death, termination of employment, and financial hardship.
Benefits are generally payable in the form of lump-sum payments or
periodic payments.
BENEFITS PAYABLE - Benefits payable, consisting of amounts owed but not
paid as of December 31 for payments to terminated employees, are not
recorded as a liability within the financial statements. Benefits payable
as of December 31, 1996 and 1995 were $1,009,252 and $875,407,
respectively.
TAX STATUS - The Internal Revenue Service has determined and informed the
Bancorp by a letter dated December 5, 1995, that the Plan and related
trust are designed in accordance with applicable sections of the Internal
Revenue Code (IRC). The Plan has been amended since receiving the
determination letter. However, the Plan administrator and the Plan's tax
counsel believe that the Plan is designed and is currently being operated
in compliance with the applicable requirements of the IRC. Therefore, no
provision for income taxes has been included in the Plan's financial
statements.
INVESTMENT OPTIONS - The Balanced Fund is the basic investment option
which is offered to participants. The Balanced Fund contains investments
in collective funds invested in money market accounts, equity securities,
guaranteed investment contracts, mutual funds and other fixed income
securities. The Plan also allows the common stock of Fifth Third Bancorp
as an investment option within the Balanced Fund for all participants.
Participants who are age 50 and older or become permanently disabled may
elect, within specified time periods, to invest their accounts in a
Conservative Fund which contains investments in U.S. Government
Securities, and collective funds invested in money market accounts,
guaranteed investment contracts, U.S. Government Securities and other
fixed income securities. In 1990, a fund was established to hold the
assets of the merged First Ohio Bancshares Profit Sharing Plan. This Stock
Fund contains investments in money market accounts and Fifth Third Bancorp
common stock. In 1993, two new funds were established, the Fountain Square
Quality Growth Fund and the Fountain Square Mid Cap Fund. In 1994, the
Fountain Square International Equity Fund was established. The addition of
these funds was made to allow Bancorp employees to choose from six
investment options, (Balanced, Conservative, Quality Growth, Mid Cap and
International Equity) with their contributions. The Quality Growth, Mid
Cap and International Equity funds are mutual funds. During 1996, the
Participant Loan Fund was established.
-5-
<PAGE> 8
PARTICIPANT NOTES RECEIVABLE - Effective as of November 1, 1996,
participants may borrow from certain of their fund accounts a minimum of
$1,000 up to the lesser of $50,000 or 50% of the nonforfeitable
portion of their account balance. Loan transactions are treated as a
transfer to (from) the investment fund from (to) the Participant Loan
Fund. Each loan, by its terms, is required to be repaid within 5 years.
The loans are secured by the balance in the participant's account and bear
interest at a rate equal to the rate charged by the Bank on a similar loan
as determined quarterly by the plan administrator. Interest rates on loans
originated during 1996 were 9.25% (prime + 1%). Principal and interest is
paid by the participant through payroll deductions authorized by the
participant.
-6-
<PAGE> 9
The following summarizes the activity and balances of the Plan's seven funds:
<TABLE>
<CAPTION>
Balanced Conservative Stock Quality Mid Cap International Participant
Fund Fund Fund Growth Fund Fund Equity Fund Loan Funds Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net assets available for benefits
at December 31, 1994 $107,420,883 $15,465,001 $ 3,151,670 $1,032,710 $1,490,708 $ 563,879 $129,124,851
Income from investments 26,888,202 1,779,333 1,819,215 374,340 418,643 88,597 31,368,330
Contributions 15,883,681 1,208,026 361,908 640,061 619,572 316,165 19,029,413
Benefits paid to participants
and other disbursements (7,090,366) (3,032,051) (92,555) (120,523) (262,795) (40,026) (10,638,316)
Interfund transfers (781,128) (63,727) 163,859 259,075 373,141 48,780
Transfers of plan assets from
acquired banks (222,700) 1,986,265 50,630 150,066 97,111 (9,358) 2,052,014
------------ ----------- ----------- ---------- ---------- ---------- ------- ------------
Net assets available for benefits
at December 31, 1995 142,098,572 17,342,847 5,454,727 2,335,729 2,736,380 968,037 170,936,292
Income from investments 22,516,870 750,245 1,737,601 679,346 591,162 90,506 $ 9 26,365,739
Contributions 20,403,218 (261,328) 1,013,867 1,040,602 1,055,039 399,511 23,650,909
Benefits paid to participants
and other disbursements (9,553,775) (1,834,159) (2,513,426) (324,362) (403,052) (121,623) (14,750,397)
Interfund transfers (2,115,984) 1,002,308 291,347 431,354 282,100 68,258 40,617
Transfers of plan assets
from acquired banks 876,058 33,430 2,007,503 124,686 86,932 48,311 3,176,920
------------ ----------- ----------- ---------- ---------- ---------- ------- ------------
Net assets available for benefits
at December 31, 1996 $174,224,959 $17,033,343 $ 7,991,619 $4,287,355 $4,348,561 $1,453,000 $40,626 $209,379,463
============ =========== =========== ========== ========== ========== ======= ============
</TABLE>
-7-
<PAGE> 10
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following are the significant accounting policies followed by the
Plan:
GENERAL - The accounting records of the Plan are maintained on the accrual
basis of accounting.
VALUATION OF INVESTMENTS - Quoted market prices are used to value equity
securities and mutual funds. The fair values of bonds are based on yields
currently available on comparable securities of issuers with similar
credit ratings. The fair value of collective funds is based on the fair
market value of investments in the fund.
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires the plan
administrator to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
3. INVESTMENTS
Investments representing more than five percent of net assets at December
31, 1996 and 1995 are as follows:
<TABLE>
<CAPTION>
Fair Value
-------------------------------------
1996 1995
<S> <C> <C>
Fifth Third Bank Common Stock Fund for Employee
Benefit Plans $ 69,529,914 $ 57,591,212
Fifth Third Bank Fixed Income Fund for Employee
Benefit Plans 47,132,399 34,540,666
Fifth Third Bank Middle Capitalization Fund for Employee
Benefit Plans 25,887,838 23,581,168
Fountain Square International Equity Fund 19,318,107 15,319,819
Fifth Third Bancorp common stock 16,977,161 12,461,583
U.S. Government Securities Fund for Employee Benefit Plans 14,512,461 13,897,862
G.I.C. Fund for Employee Benefit Plans 6,836,055 9,011,056
</TABLE>
The following table represents the net appreciation in fair value of
investments for the Plan for the years ended December 31:
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Net appreciation in fair value of investments:
Common stock of Fifth Third Bancorp $ 3,656,131 $ 4,155,925
Collective funds - fixed income and equity 19,251,106 24,043,418
Mutual funds 1,142,121 2,241,002
------------- -------------
Total $ 24,049,358 $ 30,440,345
============= =============
</TABLE>
4. TRANSACTIONS WITH RELATED PARTIES
The Fifth Third Bank provides the Plan with certain accounting and
administrative services for which no fees are charged.
During 1996, the Bancorp made a mistaken contribution to the Plan in the
amount of $1,004,143 due to an error in computation. As authorized by
ERISA Section 403(c)(2)(a) and the governing plan documents, this amount
was refunded by the Plan to the Bancorp in 1997 and is shown as a
liability at December 31, 1996.
-8-
<PAGE> 11
At December 31, 1996 and 1995, the Plan held 270,281 and 170,124 shares of
Fifth Third Bancorp common stock, respectively, with fair values of
$16,977,161 and $12,461,583, respectively (see Note 1).
5. PLAN ASSETS FROM ACQUIRED BANKS
During 1996, approximately $3,177,000 was transferred to the Plan as a
result of the previous acquisitions of Cumberland Federal Bancorporation,
Inc. and certain branches of NBD by the Bancorp. During 1995,
approximately $2,052,000 was transferred to the Plan as a result of the
acquisitions of Cumberland Federal Bancorporation, Inc. and Mutual Federal
Savings Bank of Miamisburg by the Bancorp.
* * * * * *
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<PAGE> 12
SUPPLEMENTAL
SCHEDULE
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
ASSETS HELD FOR INVESTMENT PURPOSES - ITEM 27(a)
AS OF DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAR VALUE/
NO. OF CURRENT
SHARES ASSET DESCRIPTION COST MARKET
BALANCED FUND
<S> <C> <C> <C>
COLLECTIVE FUNDS - CASH EQUIVALENTS:
766,699 Fifth Third Banksafe Trust $ 766,699 $ 766,699
3,233,905 GIC Fund for Employee Benefit Plans 3,233,905 3,233,905
----------- -----------
Total Collective Funds - Cash Equivalents 4,000,604 4,000,604
----------- -----------
COLLECTIVE FUNDS - FIXED INCOME:
1,158,043 Fifth Third Bank Fixed Income Fund for Employee Benefit Plans 30,574,290 41,550,583
32,394 U.S. Government Securities Fund for Employee Benefit Plans 5,476,278 7,139,314
----------- -----------
Total Collective Funds - Fixed Income 36,050,568 48,689,897
----------- -----------
COLLECTIVE FUNDS - EQUITY:
399,804 Fifth Third Bank Common Stock Fund for Employee Benefit Plans 32,388,386 69,529,914
461,130 Fifth Third Bank Middle Capitalization Fund for Employee Benefit Plans 13,753,512 25,887,838
----------- -----------
Total Collective Funds - Equity 46,141,898 95,417,752
----------- -----------
144,900 COMMON STOCK - Fifth Third Bancorp 4,830,966 9,101,604
----------- -----------
1,711,190 MUTUAL FUNDS - Fountain Square International Equity Fund 17,079,200 17,881,935
----------- -----------
Total Balanced Fund 108,103,236 175,091,792
----------- -----------
</TABLE>
-10-
<PAGE> 13
SUPPLEMENTAL
SCHEDULE
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
ASSETS HELD FOR INVESTMENT PURPOSES - ITEM 27(a)
AS OF DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAR VALUE/
NO. OF CURRENT
SHARES ASSET DESCRIPTION COST MARKET
<S> <C> <C> <C>
CONSERVATIVE FUND
COLLECTIVE FUNDS - CASH EQUIVALENTS:
444,562 Fifth Third Banksafe Trust $ 444,562 $ 444,562
3,602,150 GIC Fund for Employee Benefit Plans 3,602,150 3,602,150
------------ --------------
Total Collective Funds - Cash Equivalents 4,046,712 4,046,712
------------ --------------
COLLECTIVE FUNDS - FIXED INCOME:
155,569 Fifth Third Bank Fixed Income Fund for Employee Benefit Plans 4,217,942 5,581,816
33,455 U.S. Government Securities Fund for Employee Benefit Plans 5,603,934 7,373,147
------------ --------------
Total Collective Funds - Fixed Income 9,821,876 12,954,963
------------ --------------
Total Conservative Fund 13,868,588 17,001,675
------------ --------------
STOCK FUND
78,064 COLLECTIVE FUNDS - CASH EQUIVALENTS - Fifth Third Banksafe Trust 78,064 78,064
125,381 COMMON STOCK - Fifth Third Bancorp 2,802,542 7,875,557
------------ --------------
Total Stock Fund 2,880,606 7,953,621
------------ --------------
QUALITY GROWTH FUND
286,267 MUTUAL FUNDS - Fountain Square Quality Growth Fund 3,472,637 4,242,471
------------ --------------
Total Quality Growth Fund 3,472,637 4,242,471
------------ --------------
MIDDLE CAPITALIZATION FUND
310,950 MUTUAL FUNDS - Fountain Square Middle Capitalization Fund 3,709,925 4,306,661
------------ --------------
Total Middle Capitalization Fund 3,709,925 4,306,661
------------ --------------
INTERNATIONAL EQUITY FUND
137,433 MUTUAL FUNDS - Fountain Square International Equity Fund 1,390,478 1,436,172
------------ --------------
Total International Equity Fund 1,390,478 1,436,172
------------ --------------
LOAN FUND
PARTICIPANT NOTES RECEIVABLE (interest rate 9.25%) 40,626
--------------
Total Loan Fund 40,626
--------------
TOTAL $ 210,073,018
==============
</TABLE>
-11-
<PAGE> 14
SUPPLEMENTAL
SCHEDULE
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
REPORTABLE TRANSACTIONS* - ITEM 27(d)
FOR THE YEAR ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AGGREGATE AGGREGATE AGGREGATE
PURCHASE SELLING COST OF AGGREGATE
DESCRIPTION OF ASSET PRICE PRICE ASSETS SOLD GAIN/(LOSS)
<S> <C> <C> <C> <C>
SERIES OF TRANSACTIONS:
Fifth Third Bank Fixed Income Fund for Employee Benefit Plans $ 12,799,834 $ 1,035,074 $ 779,165 $ 255,909
Number of transactions 6 3
<FN>
* A reportable transaction is any transaction during the plan year, with
respect to any plan asset, involving an amount in excess of 5% of the fair
value of net plan assets at the beginning of the plan year. This schedule
includes security transactions that are a part of a series of transactions
involving securities of the same issue during the plan year, where the
aggregate amount involved in the transactions exceeds 5% of the current value
of net plan assets at the beginning of the plan year.
</TABLE>
-12-
