Fifth Third Bancorp has signed a definitive agreement to buy Suburban Bancorp., also of Cincinnati, for $32 million in stock.

Suburban is a $219 million-asset thrift with $170 million of loans, all of them mortgages. It has seven branches.

Fifth Third, which owns the largest bank in Cincinnati and has $20.5 billion of assets in Ohio, Kentucky, and Indiana, said the purchase, if approved, would further bolster its position in its home city.

"The increased number of locations will increase our ability to provide convenient financial and investment services," said George A. Schaefer Jr., chief executive officer of Fifth Third, "and we're looking forward to offering our full range of products and services to Suburban customers."

Suburban's board had been considering a sale for some time.

"The merger with Fifth Third is the culmination of the process initiated by our board of directors to enhance shareholder value," said Joseph Hutchison, chief executive officer, in a statement.

Pending shareholder and regulatory approvals, the merger is expected to close in mid-1997.

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