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): January 16, 2007

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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Fifth Third Bancorp’s Board of Directors announced today that Kevin T. Kabat will become the new chief executive officer of Fifth Third Bancorp effective with the 2007 Annual Meeting of Shareholders on April 17, 2007. Mr. Kabat will succeed George A Schaefer, Jr. as CEO. Mr. Schaefer will relinquish the title of CEO on April 17, 2007, but will remain chairman of the board of directors and the executive committee of the Board in a non-executive capacity.

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 January 16, 2007.

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)
January 16, 2007	/s/ Paul L. Reynolds
	Paul L Reynolds Executive Vice President, Secretary and General Counsel

EX-99.1

Exhibit 99.1

News Release

CONTACT:	Debra DeCourcy, APR	FOR IMMEDIATE RELEASE
	(513) 534-4153 (media) Jeff Richardson (513) 534-0983 (analysts) Jim Eglseder (513) 534-8424 (analysts)	January 16, 2007

Fifth Third Bancorp Appoints Kevin T. Kabat as CEO

George A. Schaefer, Jr. Remains Non-Executive Chairman of the Board

Cincinnati – Kevin T. Kabat will become the new chief executive officer of Fifth Third Bancorp effective with the 2007 Annual Meeting of Shareholders on April 17, the Bancorp board of directors announced today.

Kabat will succeed George A. Schaefer, Jr. as CEO. Schaefer has served as CEO of the $105.8 billion financial services company since January 1991. Schaefer will relinquish the title of CEO on April 17, but will remain chairman of the board of directors and the executive committee of the Board in a non-executive capacity.

Kabat was named president of Fifth Third Bancorp in June of last year. He previously served as executive vice president where he led both retail and affiliate banking since August 2004. Prior to this role, Kabat served as president and CEO of Fifth Third Bank (Western Michigan). He was vice chairman of Old Kent Financial Corporation and president of Old Kent Bank when Fifth Third acquired that institution in 2001.

“We have been saying for quite some time that the board of directors had a very clear succession plan in place for the Bank and this announcement is the outcome of that process,” explained Schaefer. “Kevin’s leadership since joining the company has been outstanding and I’m excited about his leadership and the future direction of the company.” Schaefer added that Kabat would be only the sixth person to hold the CEO title for the Bank since 1932. Schaefer also said that with this board action, all of his direct reports become direct reports of Kevin Kabat.

“I believe that the management team we have assembled is focused on delivering outstanding performance for our shareholders, customers, employees and the communities we serve,” said Kabat. “I’m excited about the opportunity to lead such a talented group of executives as well as our 22,000 employees into a new chapter for this great company.”

Earlier today, Kevin Kabat also announced some new management assignments:

Bob Sullivan, who currently serves as executive vice president and head of the Greater Cincinnati affiliate, will be promoted to senior executive vice president and will report directly to Kabat.

“While Bob will continue to serve as president of our Greater Cincinnati affiliate – our largest affiliate – he is being recognized for his expertise and leadership, and this title is a reflection of the role Bob plays for us,” said Kabat.

With Sullivan’s promotion to senior EVP, Bruce Lee, who previously reported to Sullivan, will continue to serve as executive vice president of Commercial Banking and report directly to Kabat.

Fifth Third Appoints Kevin Kabat as CEO

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In addition, Kabat has promoted Terry Zink, president of Fifth Third Bank (Chicago) to the position of executive vice president in charge of Affiliate Administration. In this role, Zink will supervise the Bank’s other 18 affiliates. The presidents of these affiliates, as well as the company’s regional presidents, will report to Zink.

Kabat stated, “I strongly believe that with these changes we are looking toward a promising tomorrow for our shareholders, our customers and our employees.”

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. The Company has $105.8 billion in assets, operates 19 affiliates with 1,150 full-service Banking Centers, including 111 Bank Mart^® locations open seven days a week inside select grocery stores and 2,146 Jeanie^® ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Pennsylvania and Missouri. Fifth Third operates five main businesses: Commercial Banking, Branch Banking, Consumer Lending, Investment Advisors and Fifth Third Processing Solutions. Fifth Third is among the largest money managers in the Midwest and, as of September 30, 2006, has $215 billion in assets under care, of which it manages $32 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 Global Select Market System under the symbol “FITB.”

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