8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 20, 2006

FIFTH THIRD BANCORP

(Exact Name of Registrant as Specified in Its Charter)

OHIO

(State or Other Jurisdiction of Incorporation)

0-8076	31-0854434
(Commission File Number)	(IRS Employer Identification No.)
Fifth Third Center 38 Fountain Square Plaza, Cincinnati, Ohio	45263
(Address of Principal Executive Offices)	(Zip Code)

(513) 534-5300

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On April 20, 2006, Fifth Third Bancorp (the “Company”) issued a press release announcing that it had selected Christopher G. Marshall as the Company’s new Chief Financial Officer. Mr. Marshall will receive an annual salary of $500,000 and, on the first day of the quarter following his start date, Mr. Marshall will receive an equity grant valued at $700,000 consisting of stock appreciation rights and/or restricted stock that will vest after four years. Mr. Marshall will also be eligible to receive equity-based compensation under the Company’s Incentive Compensation Plan, receive annual incentive awards in the Variable Compensation Plan and participate in the Company’s Nonqualified Deferred Compensation, 401(k) and other benefit plans.

Item 5.02 Appointment of Principal Officer

As disclosed in Item 1.01 above, on April 20, 2006, Fifth Third Bancorp announced the selection of Christopher G. Marshall as the Company’s new Chief Financial Officer. Mr. Marshall, 46, serves on Bank of America’s Management Operating Committee and is a senior executive for Bank of America’s Consumer and Small Business segment. Prior to this position, Mr. Marshall was responsible for the daily operations for Bank of America’s more than 6,000 banking centers. Previously, he was the Chief Financial Officer for Bank of America’s Consumer Products businesses, including credit and debit cards, mortgage, insurance and online banking. Mr. Marshall began his career at Bank of America in 2001 as Chief Financial Officer of Technology and Operations, Global Treasury and e-commerce. In 2002, he was named Chief Operations Officer for Technology and Operations while retaining his finance responsibilities. He will assume his new role at the Company in late May.

A copy of the related press release is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 – Press release dated April 20, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FIFTH THIRD BANCORP
	(Registrant)
April 20, 2006	/s/ George A. Schaefer, Jr.
	George A. Schaefer, Jr.
	President and Chief Executive Officer

EX-99.1

Exhibit 99.1

News Release

CONTACT:	Debra DeCourcy, APR	FOR IMMEDIATE RELEASE
	(513) 534-4153 - media	April 20, 2006
	Bradley Adams
	(513) 534-0983 – analysts

Fifth Third Hires Chief Financial Officer

Cincinnati – George A. Schaefer, Jr., President and Chief Executive Officer of Fifth Third Bancorp today announced the selection of Christopher G. Marshall as the company’s new Chief Financial Officer.

Marshall, 46, serves on Bank of America’s Management Operating Committee and is a senior executive for the company’s Global Consumer and Small Business segment. Prior to this position, Marshall was responsible for the daily operations for Bank of America’s more than 6,000 banking centers. Previously, he was the CFO for Bank of America’s Consumer Products businesses, including credit and debit cards, mortgage, insurance, and online banking. Marshall began his career at Bank of America in 2001 as CFO of Technology and Operations, Global Treasury and e-commerce. In 2002 he was named Chief Operations Officer for Technology and Operations while retaining his finance responsibilities. He will assume his new role at Fifth Third in late May.

“We are excited to have Chris join Fifth Third given his banking experience, leadership capabilities and broad business background having served as a CFO in a number of businesses,” said Schaefer.

“While we are excited about Chris joining the Bank, I want to personally thank our current CFO Mark Graf for his years of service to Fifth Third and for his help and support during the past few months as we searched for his successor,” said Schaefer. Graf announced his resignation as CFO for Fifth Third Bancorp last fall.

Prior to joining Bank of America, Marshall was Chief Operating Officer and CFO for Global Business Services of Honeywell International. Before that he was CFO for AlliedSignal Technology Services Corporation.

“I am confident that Fifth Third is well-positioned to build on its history as one of the country’s most admired regional banks,” said Marshall. “I am honored and excited to be part of the leadership team that will make that happen.”

Marshall serves on the Advisory Board of Falfurrias Capital Partners, and is a member of the Board of Trustees for Charlotte’s Mint Museum. Marshall has a Bachelor of Arts degree in Business Administration from the University of Florida and an MBA from Pepperdine University. He and his wife, Leigh Ann, have three daughters.

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. The Company has $105.0 billion in assets, operates 19 affiliates with 1,132 full-service Banking Centers, including 120 Bank Mart® locations open seven days a week inside select grocery stores and 2,025 Jeanie® ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Pennsylvania and Missouri. Fifth Third operates four main businesses: Retail, Commercial, Investment Advisors and Fifth Third Processing Solutions. Fifth Third is among the largest money managers in the Midwest and, as of March 31, 2006, has $203 billion in assets under care, of which it manages $33 billion for individuals, corporations and not-for-profit organizations. Investor information and press releases can be viewed at www.53.com. Fifth Third’s common stock is traded through the NASDAQ® National Market System under the symbol “FITB.”