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                                                                    Exhibit 3.i



                    SECOND AMENDED ARTICLES OF INCORPORATION
                                       OF
                         FIFTH THIRD BANCORP, AS AMENDED


FIRST: The name of the corporation shall be FIFTH THIRD BANCORP.

SECOND: The place in the State of Ohio where the principal office of the
corporation is to be located is the City of Cincinnati, County of Hamilton.

THIRD: The purpose for which the corporation is formed is to engage in any
and/or all lawful acts or activities for which corporations may be formed under
Section 1701.01 to 1701.98, inclusive, of the Ohio Revised Code, as amended.

FOURTH: (A) The total authorized number of shares of the corporation is Six
Hundred Fifty Million, Five Hundred Thousand (650,500,000) shares, which shall
be classified as follows:

            1) Six Hundred Fifty Million (650,000,000) shares of common stock,
without par value. Each share of common stock shall entitle the holder thereof
to one (1) vote on each matter properly submitted to the stockholders for their
vote, consent, waiver, release or other action, subject to the provisions of the
law with respect to cumulative voting.

            2) Five Hundred Thousand (500,000) shares of preferred stock,
without par value.

               (a) Each share of the preferred stock shall entitle the holder
thereof to no voting rights, except as otherwise required by law.

               (b) The dividend rights of the preferred stock shall be
non-cumulative, except as otherwise provided by the Board of Directors.

               (c) The Board of Directors shall have the right to adopt
amendments to these Articles of Incorporation in respect of any unissued or
treasury shares of the preferred stock and thereby fix or change: the division
of such shares into series and the designation and authorized number of shares
of each series; the dividend rate; whether dividend rights shall be cumulative
or non-cumulative; the dates of payment of dividends and the dates from which
they are cumulative; liquidation price; redemption rights and price; sinking
fund requirements, conversion rights; and restrictions on the issuance of such
shares or any series thereof; provided however, except for the foregoing
variations which the Board of Directors are authorized to fix or change, all of
the express terms of different series of such shares be identical.

       Upon the adoption of any amendment pursuant to the foregoing authority, a
certificate signed by the president or a vice president and by a secretary or an
assistant secretary, containing a copy of the resolutions adopting the amendment
and a statement of the manner and basis of its adoption, shall be filed in the
office of the Secretary of State of the State of Ohio, accompanied by the fees
then required by law, before the corporation shall have the right to issue any
such shares.
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        (B) The Board of Directors may, from time to time, determine the time
when, the terms under which, and the considerations for which the corporation
issues, disposes of, or receives subscriptions for its shares of any class or
series thereof, including treasury shares. Payment for shares shall be made with
money or other property of any description, or any interest therein, actually
transferred to the corporation, or labor or services actually rendered to the
corporation.

FIFTH: The corporation, by its Board of Directors, may, subject to these
Articles of Incorporation, purchase, repurchase, redeem or otherwise acquire the
shares of any class issued by it, at such times and on such terms as they shall
determine to be in the best interests of the corporation. All shares of the
corporation purchased, redeemed or otherwise acquired, unless the Board of
Directors or the laws of the State of Ohio specifically provide otherwise, shall
be held as treasury shares. Provided, however, that this Article Fifth shall not
create authority in the Board of Directors to cause an involuntary redemption of
the shares of the common stock.

SIXTH: The Board of Directors shall have the right, to the extent permitted by
law: (i) to fix, determine and vary the amount of stated capital of the
corporation; (ii) to determine whether any, and if any, what part of the surplus
of the corporation, however created or arising, shall be used, disposed of or
declared in dividends or paid to the stockholders; and (iii) without action by
the stockholder, to use and apply the surplus of the corporation, or any part
thereof, at any time or from time to time, in the purchase or acquisition of
shares of any class, voting trust certificates for shares, bonds, debentures,
notes, script, warrants, obligations, evidences of indebtedness, or other
securities of the corporation, to such extent of in such amount, in such manner
and upon such terms as the Board of Directors shall determine expedient.

SEVENTH: No holder of any share or shares of any class issued by the corporation
shall be entitled as such, as a matter of right, at any time, to subscribe for
or purchase (i) shares of any class issued by the corporation, now or hereafter
authorized, (ii) securities of the corporation convertible into or exchangeable
for shares of any class issued by the corporation, now or hereafter authorized,
or (iii) securities of the corporation to which shall be attached or appertain
any rights or options, whether by the terms of such securities or in the
contracts, warrants or other instruments (whether transferable or
non-transferable or separable or inseparable from such securities) evidencing
such rights or options, entitling the holders thereof to subscribe for or
purchase shares of any class issued by the corporation, now or hereafter
authorized; it being the intent and is the effect of this Article Seventh to
fully eliminate any and all pre-emptive rights with respect to the shares of any
class issued by the corporation, now or hereafter authorized.

EIGHTH: These Amended Articles of Incorporation supersede and take the place of
the existing Amended Articles of Incorporation.