The transaction would be paid for with 70% Fifth Third commonstock and 30% cash. First Charter operates 59 full-servicefinancial centers, four insurance offices and 137 ATMs in NorthCarolina and Georgia. It also operates loan origination offices inAsheville, NC and Reston, VA.

According to an investor presentation on Fifth Third's website,First Charter has branches in the following North Carolinalocations: 34 in the Charlotte-Gastonia-Concord area, five inLincolnton, three in Statesville-Mooresville, three in Shelby,three in Forest City, one is Salisbury, five in Raleigh-Cary, onein Asheville, one in Brevard, two in Ashe, one in Alleghany, two inMcDowell and one in Avery. It also has two branches in theAtlanta-Sandy Springs-Marietta, GA area.

A spokeswoman for Fifth Third tells GlobeSt.com that all thebank branches will remain open after the acquisition is completion.The First Charter branches will be converted into Fifth Thirdbranches shortly after the transaction is completed, which isexpected to occur in the first quarter of 2008.