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): December 16, 2008

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) On December 16, 2008, the Board of Directors of Fifth Third Bancorp (the “Registrant”) elected Marsha C. Williams as a director. Ms. Williams is the Senior Vice President and Chief Financial Officer of Orbitz Worldwide, Inc. She is expected to be appointed to the Registrant’s Audit Committee.

The Board of Directors increased the size of the Board to fifteen directors and appointed Ms. Williams as a director to fill the vacancy created by the increase. Ms. Williams’ compensation for her service as a director will be consistent with that of the Registrant’s other non-employee directors, as described in the Registrant’s definitive proxy statement filed with the Securities and Exchange Commission on March 6, 2008 and the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007.

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

Item 8.01 Other Events

The Registrant issued a press release and letter to its shareholders on December 16, 2008 relating to its fourth quarter 2008 dividend and the special meeting of its shareholders scheduled for December 29, 2008. Copies of this press release and letter to shareholders are incorporated herein by reference and are attached hereto as Exhibits 99.2 and 99.3, respectively.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1  -	Press release dated December 16, 2008 relating to the appointment of Marsha C. Williams as a director of Fifth Third Bancorp.
Exhibit 99.2  -	Press release dated December 16, 2008 relating to Fifth Third Bancorp’s fourth quarter 2008 dividend and the special meeting of its shareholders scheduled for December 29, 2008.
Exhibit 99.3  -	Letter to shareholders dated December 16, 2008

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)
December 17, 2008	/s/ Paul L. Reynolds
	Paul L. Reynolds
	Executive Vice President, Secretary and General Counsel

EX-99.1

Exhibit 99.1

	News Release
CONTACTS: Debra DeCourcy, APR	FOR IMMEDIATE RELEASE
(513) 534-4153	December 16, 2008

Fifth Third Appoints Marsha C. Williams

To Bancorp Board of Directors

Cincinnati – Fifth Third Bancorp (NASDAQ: FITB) today announced the appointment of Marsha C. Williams to its board of directors.

Williams is senior vice president and Chief Financial Officer for Orbitz Worldwide, Inc., an online travel enterprise with 2007 revenues exceeding $850 million. She previously was executive vice president and CFO of Equity Office Properties Trust, the nation’s largest owner and operator of office buildings.

“Marsha brings deep corporate governance experience to the board and has a broad understanding of financial issues, which is especially important given the climate of the industry,” said Kevin T. Kabat, chairman, president and CEO of Fifth Third Bancorp. “In addition, she has strong ties to the Chicago business community, and Chicago represents an important part of our footprint.”

Prior to joining Equity Office, Williams was chief administrative officer of Crate & Barrel where she oversaw, among other areas, finance, accounting, information technology, warehousing, distribution and loss prevention.

Williams received her MBA in Finance and Accounting from the University of Chicago and her BA in Economics and Art History from Wellesley College.

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. The Company has $116 billion in assets, operates 18 affiliates with 1,308 full-service Banking Centers, including 92 Bank Mart^® locations open seven days a week inside select grocery stores and 2,341 ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Pennsylvania, Missouri, Georgia and North Carolina. 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, 2008, has $196 billion in assets under care, of which it managed $30 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 on the NASDAQ^® National Global Select Market under the symbol “FITB.”

#  #  #

EX-99.2

Exhibit 99.2

	News Release
CONTACTS: Media: (513) 579-5439	FOR IMMEDIATE RELEASE
Institutional investors: (513) 534-4546	December 16, 2008
Shareholders: (866) 670-0468

FIFTH THIRD ANNOUNCES FOURTH QUARTER 2008 DIVIDEND

Cincinnati – Fifth Third Bancorp (Nasdaq: FITB) today declared its fourth quarter 2008 cash dividends on its common shares and Series G preferred shares.

Fifth Third declared a fourth quarter 2008 cash dividend on its common shares of $0.01, a reduction from the third quarter level of $0.15 per share. The dividend will be payable on January 22, 2009 to shareholders of record on December 31, 2008.

“Fifth Third and the banking industry are currently operating in a very difficult environment, particularly related to trends in economic activity and employment levels,” said Kevin T. Kabat, chairman, president and CEO of Fifth Third Bancorp.“ It is not currently clear when those trends will begin to improve but we do not expect improvement in the near term.

As a result, we have made the difficult but prudent decision to reduce our dividend on common shares. This will permit the retention of more than $300 million of tangible equity annually and benefit the tangible equity ratio by approximately 30 bps over the course of 2009 compared with the prior dividend. This additional capital will provide further flexibility for us to take action to resolve issues as they develop.” Kabat added that stronger capital will allow Fifth Third to more fully serve qualified borrowers with loans and other services critical in the current economic environment, as well as to better insulate Fifth Third from the possibility of further deterioration in economic and market conditions.

“We understand the importance of dividends to our common shareholders, and would expect to increase the dividend when we believe it is consistent with our outlook for economic and market activity and associated improvement in earnings and capital generation,” he said.

As previously announced, Fifth Third expects to participate in the U.S. Treasury’s Capital Purchase Program (“CPP”) and has applied for $3.46 billion in preferred shares under this program. Our participation requires shareholder approval for the granting of certain voting rights related to these preferred shares, as discussed more fully in a proxy statement filed on December 8, 2008. This vote is scheduled to take place on December 29, 2008.

“Our participation in the Treasury Capital Purchase Program will provide us with significant additional capital to supplement our capital position,” said Kabat. “This investment is important to help ensure our capital position remains very strong to enable us to continue making and growing loans during a difficult economic environment.”

Fifth Third also declared its fourth quarter dividend on its 8.50% Non-Cumulative Perpetual Convertible Preferred Stock, Series G, at the rate of $531.25 per share, which equates to approximately $2.125 for each depositary share. Each depositary share represents a 1/250^th ownership interest in a share of Series G Preferred Stock. The Series G dividend is payable on December 31, 2008 to shareholders of record on December 26, 2008.

Corporate Profile

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. The Company has $116 billion in assets, operates 18 affiliates with 1,308 full-service Banking Centers, including 92 Bank Mart^® locations open seven days a week inside select grocery stores and 2,341 ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Pennsylvania, Missouri, Georgia and North Carolina. 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, 2008, has $196 billion in assets under care, of which it managed $30 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 on the NASDAQ^® National Global Select Market under the symbol “FITB.”

2

FORWARD-LOOKING STATEMENTS

This report may contain forward-looking statements about Fifth Third Bancorp 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. This report may contain certain forward-looking statements with respect to the financial condition, results of operations, plans, objectives, future performance and business of Fifth Third Bancorp including statements preceded by, followed by or that include the words or phrases such as “believes,” “expects,” “anticipates,” “plans,” “trend,” “objective,” “continue,” “remain” or similar expressions or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may” or similar expressions. 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 and weakening in the economy, specifically the real estate market, either national or in the states in which Fifth Third does business, are less favorable than expected; (2) deteriorating credit quality; (3) political developments, wars or other hostilities may disrupt or increase volatility in securities markets or other economic conditions; (4) changes in the interest rate environment reduce interest margins; (5) prepayment speeds, loan origination and sale volumes, charge-offs and loan loss provisions; (6) Fifth Third’s ability to maintain required capital levels and adequate sources of funding and liquidity; (7) changes and trends in capital markets; (8) competitive pressures among depository institutions increase significantly; (9) effects of critical accounting policies and judgments; (10) changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies; (11) legislative or regulatory changes or actions, or significant litigation, adversely affect Fifth Third, or the businesses in which Fifth Third, one is engaged; (12) ability to maintain favorable ratings from rating agencies; (13) fluctuation of Fifth Third’s stock price; (14) ability to attract and retain key personnel; (15) ability to receive dividends from its subsidiaries; (16) potentially dilutive effect of future acquisitions on current shareholders' ownership of Fifth Third; (17) effects of accounting or financial results of one or more acquired entities; (18) difficulties in combining the operations of acquired entities; (19) inability to generate the gains on sale and related increase in shareholders’ equity that it anticipates from the sale of certain non-core businesses, (20) loss of income from the sale of certain non-core businesses could have an adverse effect on Fifth Third’s earnings and future growth (21) ability to secure confidential information through the use of computer systems and telecommunications networks; (22) the impact of reputational risk created by these developments on such matters as business generation and retention, funding and liquidity; and (23) the Treasury providing satisfactory definitive documentation for its purchase of senior preferred shares and agreement on final terms and conditions. Additional information concerning factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements is available in the Bancorp's Annual Report on Form 10-K for the year ended December 31, 2007, filed with the United States Securities and Exchange Commission (SEC). Copies of this filing are available at no cost on the SEC's Web site at www.sec.gov or on the Fifth Third’s Web site at www.53.com. Fifth Third undertakes no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this report.

#  #  #

3

EX-99.3

Exhibit 99.3

Fifth Third Bancorp Fifth Third Center 38 Fountain Square Plaza Cincinnati, Ohio 45263   Kevin T. Kabat Chairman, President & Chief Executive Officer

Supplement dated December 16, 2008, to Proxy Statement dated December 8, 2008

Dear Fellow Shareholder:

I am writing you today for two reasons, which we know are both very important to you as shareholders.

First, on December 16, we declared a fourth quarter cash dividend on our common shares of 1 cent per share, a reduction from the 15 cents per share declared in the third quarter. We very much understand the importance of dividends to all of our shareholders. We made this decision with careful consideration of the current operating environment, the potential for further deterioration in economic and market conditions, and the flexibility that additional common equity would provide Fifth Third.

As you may recall, in June we took a number of steps to strengthen our capital position, including raising $1.1 billion of preferred stock and reducing the common dividend. Since then, the U.S. economy has continued to deteriorate and home prices have continued to decline in most of the country, including many of our markets. This has made it more difficult for many consumers to pay their mortgages and other borrowings. Companies in a number of industries are also under considerable stress due to rising unemployment rates and falling consumer spending, which has put pressure on commercial credit quality as well.

In October, we received preliminary approval from the U.S. Treasury to issue $3.46 billion of additional preferred stock to the Treasury under its Capital Purchase Program. This investment coupled with the other steps we’ve taken are expected to result in relatively high capital levels, and the reduction of the dividend will ensure that we maximize our internal capital generation as well. This capital will help us to withstand credit losses and also to do our part to provide loans needed by consumers and businesses to weather this environment, to maintain employment, and to help the economy return to growth.

While current industry conditions are some of the worst seen since the 1930s, we remain focused on the long-term profitability of our business, and we believe we are taking the correct steps to help ensure that Fifth Third emerges from this difficult period in a position of strength.

The second reason I am writing to you relates to the anticipated preferred stock investment by the U.S. Treasury. We previously mailed to you proxy materials in connection with the Special Meeting of Shareholders to be held on December 29, 2008, asking for your vote on a series of issues, primarily relating to the provision of certain limited voting rights on preferred stock. These voting rights are required as a standard term of the Treasury’s investments in eligible financial institutions. We ask that you vote in favor of each item as your vote is necessary to make this important investment possible.

Your vote is important and your participation is requested for this important meeting. We urge you to vote your shares promptly. The three proposals to amend Fifth Third’s Articles of Incorporation each require the affirmative vote of the holders of two-thirds of the outstanding shares of our Common Stock and of the holders of two-thirds of the outstanding shares of our Series G Preferred Stock, each voting as a separate class. The failure of a Fifth Third shareholder to vote with respect to the three proposals to amend Fifth Third’s Articles of Incorporation will have the same effect as a vote against the approval and adoption of those proposals. Accordingly, the vote of all shareholders is important. Please act today to vote your shares.

FIFTH THIRD BANCORP’S BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” ALL PROPOSALS ON THE SPECIAL MEETING AGENDA.

With respect to Proposal 4 contained in the proxy materials, please note that the Company will adjourn the Special Meeting to solicit additional votes only if the votes received at the time of the Special Meeting are insufficient to adopt the amendments to the Articles set forth in either Proposal 1 or Proposal 3. In other words, if sufficient votes are received to adopt Proposal 1, but not Proposal 3, or vice versa, then the Special Meeting would not be adjourned.

Any proxies that have already been submitted in connection with the Special Meeting of Shareholders to be held on December 29, 2008 at 9:00 a.m. EST remain valid, as do any votes submitted by telephone or internet. If you have already submitted a proxy or voting instruction, you need not take any action at this time unless you wish to change your vote. Shareholders who have not yet voted may do so until the Special Meeting, and all proxies and votes will remain revocable until voted at the Special Meeting.

Additional information is included in the proxy statement dated December 8, 2008. Included with this letter today is a proxy card with voting instructions. Please note again that if you have questions related to the proxy materials and voting at the Special Meeting, you should call our proxy solicitor, D. F. King, at 1-800-207-3158 (toll-free).

Additional information regarding Fifth Third’s dividends discussed above is available on the Investor Relations section of our website at http:\\ir.53.com. Information regarding the risks facing us is available in our securities filings, which are also available from the Investor Relations portion of our website or on the SEC’s website at www.sec.gov. Shareholders who still have questions after reviewing this material may call Fifth Third at 1-866-670-0468.

This Supplement is dated December 16, 2008, and is first being mailed to shareholders on or about December 17, 2008. On behalf of the Board of Directors, thank you for your cooperation and support.

Sincerely,

Kevin T. Kabat

Chairman, President and Chief Executive Officer

YOUR VOTE IS IMPORTANT

PLEASE VOTE YOUR PROXY TODAY

2

3 EASY WAYS TO VOTE

Help your Company avoid the expense of further solicitation by voting today. You may use one of the following simple methods to vote your shares:

1. Vote by Telephone. Call the toll-free number listed for this purpose on your proxy card or voting instruction form. Have your control number listed on the form ready and follow the simple instructions.

2. Vote by Internet. Go to the website listed on your proxy card or voting instruction form. Have your control number listed on the form ready and follow the simple instructions.

3. Vote by Mail. Mark, sign, date and return your proxy or voting instruction form in the postage-paid return envelope provided.

Please Act Today

YOUR VOTE IS

IMPORTANT

Please help your Company save additional solicitation costs by signing, dating and mailing your proxy card or voting instruction form today. Remember, a failure to vote is equivalent to a vote against the proposals. Internet and telephone voting are also available. Please refer to your proxy card or voting instruction form for instructions. Street name shareholders: Your bank or broker cannot vote your shares on the proposals unless it receives your specific instructions. Please return your vote immediately. If you have any questions or need assistance voting your shares, please call D. F. King & Co., Inc., which is assisting us, toll-free at 1-800-207-3158.

FORWARD-LOOKING STATEMENTS

This proxy supplement may contain forward-looking statements about Fifth Third Bancorp 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. This proxy supplement may contain certain forward-looking statements with respect to the financial condition, results of operations, plans, objectives, future performance and business of Fifth Third Bancorp including statements preceded by, followed by or that include the words or phrases such as “believes,” “expects,” “anticipates,” “plans,” “trend,” “objective,” “continue,” “remain” or similar expressions or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may” or similar expressions. 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 and weakening in the economy, specifically the real estate market, either national or in the states in which Fifth Third, does business, are less favorable than expected; (2) deteriorating credit quality; (3) political developments, wars or other hostilities may disrupt or increase volatility in securities markets or other economic conditions; (4) changes in the interest rate environment reduce interest margins; (5) prepayment speeds, loan origination and sale volumes, charge-offs and loan loss provisions; (6) Fifth Third’s ability to maintain required capital levels and adequate sources of funding and liquidity; (7) changes and trends in capital markets; (8) competitive pressures among depository institutions increase significantly; (9) effects of critical accounting policies and judgments; (10) changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies; (11) legislative or regulatory changes or actions, or significant litigation, adversely affect Fifth Third, or the businesses in which Fifth Third, one is engaged; (12) ability to maintain favorable ratings from rating agencies; (13) fluctuation of Fifth Third’s stock price; (14) ability to attract and retain key personnel; (15) ability to receive dividends from its subsidiaries; (16) potentially dilutive effect of future acquisitions on current shareholders' ownership of Fifth Third; (17) effects of accounting or financial results of one or more acquired entities; (18) difficulties in combining the operations of acquired entities; (19) inability to generate the gains on sale and related increase in shareholders’ equity that it anticipates from the sale of certain non-core businesses, (20) loss of income from the sale of certain non-core businesses could have an adverse effect on Fifth Third’s earnings and future growth (21) ability to secure confidential information through the use of computer systems and telecommunications networks; (22) the impact of reputational risk created by these developments on such matters as business generation and retention, funding and liquidity; and (23) the Treasury providing satisfactory definitive documentation for its purchase of senior preferred shares and agreement on final terms and conditions. Additional information concerning factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements is available in the Bancorp's Annual Report on Form 10-K for the year ended December 31, 2007, filed with the United States Securities and Exchange Commission (SEC). Copies of this filing are available at no cost on the SEC's Web site at www.sec.gov or on the Fifth Third’s Web site at www.53.com. Fifth Third undertakes no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this proxy supplement.

3

	ELECTRONIC VOTING ALTERNATIVES
YOUR VOTE IS IMPORTANT. PLEASE VOTE PROMPTLY! VOTE BY TELEPHONE OR VIA THE INTERNET
VOTE BY INTERNET		VOTE BY TELEPHONE
It is fast and convenient, and your vote is immediately confirmed and recorded.		Call TOLL-FREE on a touch-tone telephone.
Follow these four easy steps to vote online:		Follow these four easy steps to vote via telephone:
1. Read the proxy statement and the proxy card. 2. Go to the Web site www.cesvote.com. 3. Enter your Control Number located on your proxy card. 4. Follow the instructions provided.		1. Read the proxy statement and the proxy card. 2. Call TOLL-FREE 1-888-693-8683. 3. Enter your Control Number located on your proxy card. 4. Follow the recorded instructions.
If you need assistance voting your proxy, please call D. F. King & Co., Inc. at 1-800-207-3158.
		REG

	ELECTRONIC VOTING ALTERNATIVES
YOUR VOTE IS IMPORTANT. PLEASE VOTE PROMPTLY! VOTE BY TELEPHONE OR VIA THE INTERNET
VOTE BY INTERNET		VOTE BY TELEPHONE
It is fast and convenient, and your vote is immediately confirmed and recorded.		Call TOLL-FREE on a touch-tone telephone.
Follow these four easy steps to vote online:		Follow these four easy steps to vote via telephone:
1. Read the proxy statement and the voting form. 2. Go to the Web site www.proxyvote.com. 3. Enter your Control Number located on your voting form. 4. Follow the instructions provided.		1. Read the proxy statement and the voting form. 2. Call TOLL-FREE 1-800-454-8683. 3. Enter your Control Number located on your voting form. 4. Follow the recorded instructions.
If you need assistance voting your shares, please call D. F. King & Co., Inc. at 1-800-207-3158.
		BEN