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): August 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))

FORWARD-LOOKING STATEMENTS

This report contains statements about Fifth Third Bancorp (“Fifth Third”) that we believe are “forward-looking statements” within the meaning of Sections 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, that involve inherent risks and uncertainties. These statements relate to our financial condition, results of operations, plans, objectives, future performance or business. They usually can be identified by the use of forward-looking language such as “will likely result,” “may,” “are expected to,” “is anticipated,” “estimate,” “forecast,” “projected,” “intends to,” or may include other similar words or phrases such as “believes,” “plans,” “trend,” “objective,” “continue,” “remain,” or similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” or similar verbs. You should not place undue reliance on these statements, as they are subject to risks and uncertainties, including but not limited to those described in the risk factors set forth in our most recent Form 10-K. When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements we may make. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to us.

There are a number of important factors that could cause future results to differ materially from historical performance and these forward-looking statements. Factors that might cause such a difference include, but are not limited to: (1) general economic conditions, either national or in the states in which Fifth Third, one or more acquired entities and/or the combined company do business, are less favorable than expected; (2) political developments, wars or other hostilities may disrupt or increase volatility in securities markets or other economic conditions; (3) changes in the interest rate environment reduce interest margins; (4) prepayment speeds, loan origination and sale volumes, charge-offs and loan loss provisions; (5) our ability to maintain required capital levels and adequate sources of funding and liquidity; (6) changes and trends in capital markets; (7) competitive pressures among depository institutions increase significantly; (8) effects of critical accounting policies and judgments; (9) changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies; (10) legislative or regulatory changes or actions, or significant litigation, adversely affect Fifth Third, one or more acquired entities and/or the combined company or the businesses in which Fifth Third, one or more acquired entities and/or the combined company are engaged; (11) ability to maintain favorable ratings from rating agencies; (12) fluctuation of Fifth Third’s stock price; (13) ability to attract and retain key personnel; (14) ability to receive dividends from its subsidiaries; (15) potentially dilutive effect of future acquisitions on current shareholders’ ownership of Fifth Third; (16) effects of accounting or financial results of one or more acquired entity; (17) difficulties in combining the operations of acquired entities; (18) ability to secure confidential information through the use of computer systems and telecommunications network; and (19) the impact of reputational risk created by these developments on such matters as business generation and retention, funding and liquidity.

You should refer to our periodic and current reports filed with the SEC for further information on other factors which could cause actual results to be significantly different from those expressed or implied by these forward-looking statements. Copies of those filings are available at no cost on the SEC’s Web site at www.sec.gov or on our Web site at www.53.com. We undertake no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this report.

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Item 8.01 Other Events

As previously reported, on August 8, 2007, Fifth Third and Fifth Third Capital Trust V (the “Trust”) completed the sale of $500,000,000 (in aggregate liquidation amount) of 7.25% Trust Preferred Securities, liquidation amount $25 per security pursuant to an Underwriting Agreement dated as of August 1, 2007 (the “Underwriting Agreement”). The Underwriting Agreement also provided the underwriters with an option, exercisable for 30 days, to buy an additional $75,000,000 (in aggregate liquidation amount) of the 7.25% Trust Preferred Securities (the “Purchase Option”). On August 10, 2007, the underwriters exercised the Purchase Option. On August 16, 2007, the Trust and Fifth Third completed the sale of the additional $75,000,000 of Trust Preferred Securities.

By virtue of the August 16, 2007 closing, the Trust assets increased to $575,010,000 in aggregate principal amount of the 7.25% Junior Subordinated Notes due 2067 issued by Fifth Third (the “JSNs”). The JSNs are the only assets of the Trust. Fifth Third owns all of the Common Securities of the Trust.

As previously reported, in connection with the issuance and sale of the JSNs, Fifth Third entered into a Second Supplemental Indenture dated as of August 8, 2007 with Wilmington Trust Company, as Trustee, which modifies the existing Junior Subordinated Indenture dated as of March 20, 1997 between Fifth Third and the Trustee. The Indenture, as modified by the Second Supplemental Indenture, defines the rights of the JSNs.

Also as previously reported, in connection with the issuance and sale of the Trust Preferred Securities and the JSNs, Fifth Third entered into a Replacement Capital Covenant (the “RCC”) whereby Fifth Third agreed for the benefit of its debt holders named therein that neither it nor any of its subsidiaries would repay, redeem or repurchase the JSNs or the Trust Preferred Securities at any time on or prior to August 15, 2047, unless during the applicable measurement period with respect to such repayment, redemption or purchase, Fifth Third and its subsidiaries shall have issued specified amounts of certain replacement capital securities in the terms and conditions set forth therein. In connection with the exercise of the Purchase Option, Fifth Third entered into a Supplement to the RCC, whereby Fifth Third extended the covenants and obligations of the RCC to include the additional 7.25% Trust Preferred Securities purchased pursuant to the Purchase Option. A copy of the Supplement to the RCC is attached to this Form 8-K as Exhibit 99.2 and is incorporated herein by reference.

In connection with the exercise of the Purchase Option, Fifth Third entered into an Amendment No. 1 to Guarantee Agreement with Wilmington Trust Company, as guarantee trustee (the “Guarantee Amendment”), whereby Fifth Third agreed to extend the original guarantee with respect to the 7.25% Trust Preferred Securities to cover the additional 7.25% Trust Preferred Securities purchased pursuant to the Purchase Option. A copy of the Amendment No. 1 to the Guarantee Agreement is attached to this Form 8-K as Exhibit 4.2 and is incorporated herein by reference.

In connection with the issuance of the additional JSNs, Alston & Bird LLP, special tax counsel to Fifth Third, rendered an opinion regarding certain tax matters. A copy of the tax opinion of Alston & Bird LLP is attached to this Form 8-K as Exhibit 8.1 and is incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits

(c) Exhibits

1.1	Underwriting Agreement dated August 1, 2007 among Fifth Third Bancorp, Fifth Third Capital Trust V and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and UBS Securities LLC, as Representatives of the Underwriters named in the Underwriting Agreement (incorporated by reference to Exhibit 1.1 of Fifth Third’s Form 8-K filed with the Securities and Exchange Commission on August 7, 2007).
4.1	Second Supplemental Indenture dated as of August 8, 2007 between Fifth Third Bancorp and Wilmington Trust Company, as trustee, to the Junior Subordinated Indenture dated as of March 20, 1997 between Fifth Third and the Trustee (incorporated by reference to Exhibit 4.4 of Fifth Third’s Form 8-A filed with the Securities and Exchange Commission on August 8, 2007).
4.2	Amendment No. 1 to Guarantee Agreement dated as of August 16, 2007 between Fifth Third Bancorp and Wilmington Trust Company, as trustee.
8.1	Tax Opinion of Alston & Bird LLP dated August 16, 2007.
99.1	Replacement Capital Covenant of Fifth Third Bancorp dated as of August 8, 2007 (incorporated by reference to Exhibit 99.1 of Fifth Third’s Form 8-K filed with the Securities and Exchange Commission on August 8, 2007).
99.2	Supplement to the Replacement Capital Covenant of Fifth Third Bancorp dated as of August 16, 2007.

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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)
August 16, 2007	/s/ CHRISTOPHER G. MARSHALL
	Christopher G. Marshall
	Executive Vice President and Chief Financial Officer

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EX-4.2

Exhibit 4.2

AMENDMENT NO. 1 TO GUARANTEE AGREEMENT

THIS AMENDMENT NO. 1 TO GUARANTEE AGREEMENT, dated as of August 16, 2007, between FIFTH THIRD BANCORP, an Ohio corporation (the “Guarantor”), having its principal office at 38 Fountain Square Plaza, Cincinnati, Ohio 45263, and WILMINGTON TRUST COMPANY, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of FIFTH THIRD CAPITAL TRUST V, a Delaware statutory trust (the “Issuer Trust”).

WHEREAS, on August 8, 2007 the Guarantor entered into a Guarantee Agreement (the “Guarantee Agreement”) under which it irrevocably and unconditionally agreed, to the extent set forth therein, to pay to the Holders the Guarantee Payments and to make certain other payments on the terms and conditions set forth therein.

WHEREAS, as of this date, the Issuer Trust is issuing $75,000,000 additional Liquidation Amount of 7.25% Trust Preferred Securities (the “Additional Preferred Securities”) representing undivided beneficial interests in the assets of the Issuer Trust.

WHEREAS, the Guarantor desires that all the provisions of the Guarantee Agreement be applicable to the Additional Preferred Securities.

NOW THEREFORE, the Guarantor executes and delivers this Amendment No. 1 to Guarantee Agreement for the benefit of the Holders from time to time of the 7.25% Trust Preferred Securities.

Article I

ADDITIONAL GUARANTEE

All of the provisions of the Guarantee Agreement, including Article V thereof containing the Guarantee, shall apply with like force and effect to the Additional Preferred Securities.

Article II

MISCELLANEOUS

2.1 Capitalized terms not otherwise defined herein shall have the meanings set forth in the Guarantee Agreement.

2.2 THIS AMENDMENT NO. 1 TO GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

2.3 This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Guarantee Agreement as of the day and year first above written.

FIFTH THIRD BANCORP
By:	/s/ Christopher G. Marshall
Name:	Christopher G. Marshall
Title:	Executive Vice President and
	Chief Financial Officer
WILMINGTON TRUST COMPANY,
as Guarantee Trustee
By:	/s/ Kristin L. Moore
Name:	Kristin L. Moore
Title:	Senior Financial Services Officer

EX-8.1

Exhibit 8.1

ALSTON&BIRD LLP

The Atlantic Building

950 F Street, NW

Washington, DC 20004-1404

202-756-3300

Fax: 202-756-3333

www.alston.com

Charles W. Wheeler Direct Dial (202) 756-3308 Email: chuck.wheeler@alston.com

August 16, 2007

Fifth Third Bancorp

38 Fountain Square

Cincinnati, OH 45263

Fifth Third Capital Trust V

38 Fountain Square

Cincinnati, OH 45263

UBS Securities LLC

Citigroup Global Markets, Inc.

Merrill Lynch, Pierce, Fenner & Smith Incorporated

(as representatives of all the underwriters involved in the issuance of additional junior subordinated notes and additional Trust Preferred Securities)

c/o UBS Securities LLC

677 Washington Boulevard

Stamford, CT 06901

Ladies and Gentlemen:

We have acted as special tax counsel to Fifth Third Bancorp (“Fifth Third”) in connection with the issuance of additional junior subordinated notes by Fifth Third, the issuance of additional Trust Preferred Securities by Fifth Third Capital Trust V and the filing of a registration statement on Form S-3 (File Nos. 333-141560 and 333-141560-02 (the “Registration Statement”) by them under the Securities Act of 1933, as amended. The additional junior subordinated notes will be issued pursuant the Junior Subordinated Indenture dated as of March 20, 1997 between Fifth Third and Wilmington Trust Company, as indenture trustee, as supplemented by the Second Supplemental Indenture dated as of August 8, 2007. The additional Trust Preferred Securities will be issued pursuant to the Amended and Restated Declaration of Trust of Fifth Third Capital Trust V dated as of August 8, 2007 as offered for sale to investors pursuant to the prospectus dated March 26, 2007, as supplemented by the prospectus supplement dated August 1, 2007 (the “Prospectus”). Capitalized terms herein used and not otherwise defined shall have the meanings set forth in the Underwriting Agreement, dated as of August 1, 2007.

We have reviewed copies of (1) the Prospectus and (2) such other documents as we have deemed necessary or appropriate as a basis for the opinion set forth below. We have further assumed (i) that all documents submitted to us as originals are authentic,

One Atlantic Center 1201 West Peachtree Street Atlanta, GA 30309-3424 404-881-7000 Fax: 404-881-7777 Bank of America Plaza 101 South Tryon Street, Suite 4000 Charlotte, NC 28280-4000 704-444-1000 Fax: 704-444-1111 90 Park Avenue New York, NY 10016 212-210-9400 Fax: 212-210-9444 3201 Beechleaf Court, Suite 600 Raleigh, NC 27604-1062 919-862-2200 Fax: 919-862-2260

August 16, 2007

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(ii) with respect to all documents supplied to us as drafts, that the final, executed versions of such documents are identical in all material respects to the versions most recently supplied to us, (iii) that each such final version (when executed) is valid and enforceable in accordance with its terms, and (iv) that the Trust Preferred Securities will be sold at the offering price stated on the cover of the Prospectus.

Based on the foregoing, we are of the opinion that, (i) the additional junior subordinated notes to be held by Fifth Third Capital Trust V will be classified for United States federal income tax purposes as indebtedness of Fifth Third (although the matter is not free from doubt); (ii) Fifth Third Capital Trust V will be classified for United States federal income tax purposes as a grantor trust and will not be subject to tax as a corporation; and (iii) the discussion under the heading “Certain United States Federal Income Tax Consequences” in the Prospectus constitutes a fair and accurate summary of the matters discussed therein in all material respects. In rendering this tax opinion, we have considered the current provisions of the Internal Revenue Code of 1986, as amended, Treasury regulations promulgated thereunder, judicial decisions and Internal Revenue Service rulings, all of which are subject to change, which changes may be retroactively applied. A change in the authorities upon which our opinion is based could affect our conclusions. There can be no assurance, moreover, that any of the opinions expressed herein will be accepted by the Internal Revenue Service, or, if challenged, by a court.

We hereby consent to the filing of this opinion as an exhibit to Fifth Third’s Form 8-K (which is deemed incorporated by reference into the Registration Statement) and to the references to this firm under the headings “Certain United States Federal Income Tax Consequences” and “Validity of Securities” in the Registration Statement and Prospectus without admitting that we are “experts” within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this exhibit. We do not undertake to advise you of any changes in the opinions expressed herein or in the discussion under the heading “Certain United States Federal Income Tax Consequences” contained in the Registration Statement resulting from matters that might hereafter arise or be brought to our attention.

Sincerely,

/s/ CHARLES W. WHEELER

Charles W. Wheeler

EX-99.2

Exhibit 99.2

Supplement, dated as of August 16, 2007 (this “Supplement”), to the Replacement Capital Covenant, dated as of August 8, 2007 (the “Replacement Capital Covenant”), by Fifth Third Bancorp, an Ohio corporation (together with its successors and assigns, the “Corporation”), in favor of and for the benefit of each Covered Debtholder (as defined in the Replacement Capital Covenant).

Recitals

A. On August 8, 2007, the Corporation issued $500,010,000 aggregate principal amount of its 7.25% Junior Subordinated Notes due 2067 to Fifth Third Capital Trust V, a Delaware statutory trust (the “Trust”), and the Trust issued $500,000,000 aggregate liquidation amount of its 7.25% Trust Preferred Securities.

B. Pursuant to the Underwriting Agreement, dated August 1, 2007 (the “Underwriting Agreement”), among the Trust, the Corporation and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC, as representatives of the several underwriters (the “Underwriters”) named therein, on the date hereof the Underwriters have purchased 3,000,000 additional 7.25% Trust Preferred Securities of the Trust (the “Optional Trust Preferred Securities”) and the proceeds of the issuance of the Optional Trust Preferred Securities were invested in $75,000,000 aggregate principal amount of 7.25% Junior Subordinated Notes due 2067 of the Corporation (the “Optional JSNs”).

C. The Corporation wishes to clarify that its covenants and obligations under the Replacement Capital Covenant include the Optional Trust Preferred Securities and Optional JSNs.

D. Pursuant to Section 4(b) of the Replacement Capital Covenant, the Corporation may amend or supplement the Replacement Capital Covenant by an instrument signed only by the Corporation (and without the consent of the Holders of the then-effective series of Covered Debt) if such amendment or supplement is not adverse to the Holders of the then-effective series of Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective series of Covered Debt in the manner provided for in the indenture with respect to such Covered Debt a written certificate stating that, in his determination, such amendment or supplement is not adverse to the Holders of the then-effective series of Covered Debt. The Corporation mailed such certificate, or has caused such certificate to be mailed, to the holders of the Covered Debt as provided in the applicable indenture.

E. Capitalized terms used in this Supplement (including the recitals) not defined herein have the meanings set forth in the Replacement Capital Covenant.

NOW, THEREFORE, the Corporation hereby covenants and agrees as follows in favor of and for the benefit of each Covered Debtholder.

(a) Each reference in the Replacement Capital Covenant to “Trust Preferred Securities” shall be deemed to include the Optional Trust Preferred Securities.

(b) Each reference in the Replacement Capital Covenant to “JSNs” shall be deemed to include the Optional JSNs.

(c) Each reference in the Replacement Capital Covenant to “Securities” shall be deemed to include the Optional Trust Preferred Securities and the Optional JSNs.

(d) Each reference in the Replacement Capital Covenant to “Replacement Capital Covenant” shall be deemed to refer to the Replacement Capital Covenant as supplemented hereby.

IN WITNESS WHEREOF, the Corporation has caused this Amendment to be executed by its duly authorized officer, as of the day and year first above written.

FIFTH THIRD BANCORP
By:	/s/ Christopher G. Marshall
Name:	Christopher G. Marshall
Title:	Executive Vice President and
	Chief Financial Officer