11-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from                          to                         

Commission file number 0-8076

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN

38 Fountain Square Plaza, Cincinnati, Ohio 45263

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

FIFTH THIRD BANCORP

38 Fountain Square Plaza, Cincinnati, Ohio 45263

FINANCIAL STATEMENTS AND EXHIBITS

The following financial statements and exhibits are filed as part of this annual report:

Exhibit 23	Consent of Independent Registered Public Accounting Firm.
Exhibit 99	Financial Statements as of and for the years ended December 31, 2008 and December 31, 2007 and Supplemental Schedule as of December 31, 2008 for The Fifth Third Bancorp Master Profit Sharing Plan.

SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, The Fifth Third Bank Pension and Profit Sharing Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
Date: June 16, 2009	By:	/s/ Nancy R. Phillips
		Nancy R. Phillips
		Member, Pension and Profit Sharing Committee

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 33-55553 of Fifth Third Bancorp on Form S-8 of our report dated June 15, 2009, relating to the financial statements of The Fifth Third Bancorp Master Profit Sharing Plan appearing in this Annual Report on Form 11-K of the Fifth Third Bancorp Master Profit Sharing Plan for the year ended December 31, 2008.

/s/ DELOITTE & TOUCHE LLP

Cincinnati, Ohio

June 16, 2009

EX-99

Exhibit 99

The Fifth Third Bancorp Master Profit Sharing Plan

Financial Statements as of and for the Years Ended December 31, 2008 and 2007, Supplemental Schedule as of December 31, 2008, and Report of Independent Registered Public Accounting Firm

THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN

TABLE OF CONTENTS

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of December 31, 2008 and 2007	2
Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2008 and 2007	3
Notes to Financial Statements as of and for the Years Ended December 31, 2008 and 2007	4 - 11
SUPPLEMENTAL SCHEDULE -
Schedule H, Part IV, Line 4i—Schedule of Assets (Held at End of Year) as of December  31, 2008	13

NOTE: All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To Fifth Third Bancorp and

the Pension and Profit Sharing Committee of

The Fifth Third Bancorp Master Profit Sharing Plan:

We have audited the accompanying statements of net assets available for benefits of The Fifth Third Bancorp Master Profit Sharing Plan (the “Plan”) as of December 31, 2008 and 2007, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of The Fifth Third Bancorp Master Profit Sharing Plan as of December 31, 2008 and 2007, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2008, is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan’s management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2008 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

/s/ DELOITTE & TOUCHE LLP

Cincinnati, Ohio

June 15, 2009

THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

AS OF DECEMBER 31, 2008 AND 2007

	2008		2007
ASSETS:
Investments—at fair value:
Common stock of Fifth Third Bancorp	$	67,600,661	$	117,551,104
Collective funds:
Cash equivalents		3,441,135		8,807,405
Stable value funds		99,652,938		76,542,603
Mutual funds		500,398,056		777,169,051
Participant notes receivable		14,863,505		14,034,115
Total investments		685,956,295		994,104,278
Receivables:
Contributions receivable—from subsidiaries of Fifth Third Bancorp		15,905,545		12,277,314
Accrued investment income		87,209		2,311,805
Total receivables		15,992,754		14,589,119
Total assets		701,949,049		1,008,693,397
LIABILITIES:
Excess contributions payable		183,299		452,970
NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE		701,765,750		1,008,240,427
Adjustments from fair value to contract value for fully benefit-responsive investment contracts		4,144,775		194,217
NET ASSETS AVAILABLE FOR BENEFITS	$	705,910,525	$	1,008,434,644

See Notes to Financial Statements.

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THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007

	2008			2007
ADDITIONS:
Investment (loss) income:
Dividends	$	43,251,716		$	84,840,233
Interest		4,345,619			4,263,315
Net depreciation in fair value of investments		(399,493,898	)		(80,533,315	)
Net investment (loss) income		(351,896,563	)		8,570,233
Contributions:
Contributions from participants, net of excess contributions		72,836,968			73,505,820
Contributions from subsidiaries of Fifth Third Bancorp		51,830,115			47,394,372
Total contributions		124,667,083			120,900,192
Transfers from other retirement plans		40,904,711			379,681
Other additions		350,759			10,566
Total additions		(185,974,010	)		129,860,672
DEDUCTIONS:
Benefits paid to participants		(115,573,827	)		(124,787,392	)
Spin-off to another plan		(831,616	)		—
Other disbursements		(144,666	)		(169,004	)
Total deductions		(116,550,109	)		(124,956,396	)
(DECREASE) INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS		(302,524,119	)		4,904,276
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of period		1,008,434,644			1,003,530,368
End of period	$	705,910,525		$	1,008,434,644

See Notes to Financial Statements.

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THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN

NOTES TO FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007

1. DESCRIPTION OF PLAN

The following brief description of The Fifth Third Bancorp Master Profit Sharing Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information.

General - The Plan is a defined contribution profit sharing plan, with a 401(k) feature, with separate accounts maintained for each participant. Each employee of a participating Fifth Third Bancorp (Bancorp) subsidiary, if employed before November 1, 1996, automatically became a participant on the first payroll date after becoming an employee. With regard to the profit sharing feature, effective January 1, 2004, employees are eligible immediately upon hire. For the 401(k) feature, employees are eligible to participate after 30 days of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Bancorp is the Plan Sponsor. The original Plan became effective December 31, 1954, and was last amended on April 2, 2009.

Amendments to the Plan during 2008 include:

Effective January 1, 2008, the Plan was amended in order to satisfy the requirements of an interim good faith amendment required by the Final 415 Regulations published by the U.S. Department of the Treasury on April 5, 2007.

Effective May 3, 2008, former employees of First Horizon National Corporation (First Horizon) who became employees of the Bancorp on or before May 3, 2008 in connection with the Bancorp’s acquisition of certain assets of First Horizon, were credited with service under the Plan for their service with First Horizon.

Effective June 6, 2008, Appendix XXV was added which temporarily excluded First Charter Corporation (First Charter) employees from participation in the Plan.

Effective July 10, 2008, Appendix XXV was completely amended and restated, and the First Charter Corporation Retirement Savings Plan (First Charter Plan) was merged into the Plan. Appendix XXV governs the Plan rules for First Charter employees such as eligibility, past service credit, vesting and withdrawals.

Effective September 2, 2008, Appendix XXV was amended and restated covering the consolidation of the investments, recordkeeping and administration of the Plan relating to First Charter. Additionally, the First Charter Money Purchase Plan was transferred to a new qualified tax-exempt plan established by the Bancorp.

Effective December 22, 2008, former employees of Freedom Bank who became employees of the Bancorp on December 22, 2008 in connection with the Bancorp’s acquisition of certain assets of Freedom Bank, was credited with service under the Plan for their service with Freedom Bank.

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Investment Options - At December 31, 2008, participants can direct their accounts to be invested in Fifth Third Bancorp common stock, four collective funds or 17 mutual funds offered by the Plan as investment options.

Administration - Fifth Third Bank, a wholly-owned subsidiary of the Bancorp, serves as the trustee of the Plan and the Plan administrator. The investment assets of the Plan are held in separate trust funds by Fifth Third Investment Advisors where such assets are managed. The Bancorp has engaged Fifth Third Bank to be the Plan’s recordkeeper and to provide custodial services for the Plan.

Funding and Vesting - The Bancorp’s profit sharing contribution to the Plan is a percentage of eligible compensation determined annually by the Board of Directors of the Bancorp and allocated to participants in accordance with the provisions of the Plan. The profit sharing contribution by the Bancorp is allocated to participants in the proportion that the compensation of each participant bears to the compensation of all participants for the Plan year.

Employees are eligible for profit sharing contributions for Plan year 2004 and after, immediately upon hire. Profit sharing contributions for the 2004 through 2006 Plan years vest on a five-year cliff vesting schedule. Profit sharing contributions for the 2007 Plan year and forward vest on a three-year cliff vesting schedule.

Regarding the 401(k) component of the Plan, voluntary contributions are permitted from participants up to 100% of their compensation. Such contributions are credited directly to the participants’ accounts and are fully vested. Contributions may be allocated to the available investment options at the discretion of the participant. Gains and losses under the Plan are valued on a daily basis and allocated to participant accounts based on account balances.

The Plan also accepts rollover contributions from other qualified plans or from individual retirement accounts. Rollovers are credited to a participant’s rollover contribution account, are treated in a manner similar to before-tax contributions for Plan accounting and federal income tax purposes, and are not eligible for matching contributions by the Bancorp.

For voluntary and matching contributions, employees are eligible to participate in the Plan the pay period after they have completed 30 days of service. The Bancorp matches 100% of the first 4% contributed on a pre-tax basis. A three-year cliff vesting schedule was added to the Plan as of January 1, 2004, so that after three years of service, a participant is 100% vested in the matching contributions; anything less than three years of service, a participant is 0% vested. Current service credit as of January 1, 2004, was grandfathered. Bancorp matching contributions are initially invested in the Fifth Third Stock Fund. Subsequent to the initial investment, matching contributions may be moved to the other investment options.

Both voluntary contributions and Bancorp matching contributions are subject to statutory limitations.

Forfeited Accounts - At December 31, 2008 and 2007, forfeited nonvested accounts totaled $7,273,111 and $9,622,633, respectively. These accounts will be used to reduce future employer contributions. During the years ended December 31, 2008 and 2007, employer contributions were reduced by $7,139,674 and $9,568,479, respectively, from forfeited nonvested accounts.

Termination - Although it has not expressed its intention to do so, the Bancorp has the right under the Plan to discontinue the contributions of any participating Bancorp subsidiary at any time and to amend or terminate the Plan subject to the provisions set forth in ERISA. If the Plan were to be terminated, the

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value of the proportionate interest of each participant would be determined as of the date of termination, and this amount would be fully vested and non-forfeitable.

Payment of Benefits - The Plan provides for payment of benefits of accumulated vested amounts upon termination of employment. Benefits are generally payable in the form of lump-sum payments or periodic payments. Benefits are recorded when paid. The benefit to which an employee is entitled is the benefit that can be provided from the participant’s vested account.

Benefits Payable - Amounts allocated to accounts of persons who have elected to withdraw from the Plan, but have not yet been paid were $254,031 and $637,808 at December 31, 2008 and 2007, respectively.

Tax Status - The Internal Revenue Service has determined and informed the Bancorp by a letter dated February 11, 2005 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

Participant Notes Receivable - Participants may borrow from certain of their fund accounts a minimum of $1,000 up to the lesser of $50,000 or 50% of the vested portion of their account balance. A participant can request a loan for any reason. Each loan, by its terms, is required to be repaid within five years. The loans are secured by the balance in the participant’s account and bear interest at a rate equal to the rate charged by the Bancorp on a similar loan as determined quarterly by the Plan administrator. Interest rates on loans at December 31, 2008 and 2007 ranged from 4.0%—9.75% for both years. Principal and interest are paid by the participant through payroll deductions authorized by the participant. Terminated employees must repay the outstanding loan principle balance in full or take a deemed distribution equal to the outstanding loan principle balance.

Withdrawals - Subject to the Plan administrator’s sole and absolute discretion, participants are allowed to withdraw an amount not to exceed the total amount of that participant’s voluntary contributions for financial hardship purposes. Partial withdrawals are not permitted.

Dividend Pass-Through Election - A participant with an account (including any sub-account) invested in the Fifth Third Stock Fund (or in the event of the participant’s death, their beneficiary), shall have the right to elect, in accordance with instructions or procedures of the Plan administrator, or its delegate to either (1) leave such dividends in the Plan for reinvestment in common stock of Fifth Third Bancorp under the Fifth Third Stock Fund or otherwise; or (2) take the dividends in cash.

Excess Contributions Payable - In accordance with IRC limits, the Plan is required to return excess contributions received during the Plan year. Contributions totaling $183,299 were refunded to applicable participants during 2009 in order for the Plan to pass the Average Deferral Percentage (ADP) test for the year ended December 31, 2008. Contributions totaling $452,970 were refunded to applicable participants during 2008 in order for the Plan to pass the ADP test for the year ended December 31, 2007.

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following are the significant accounting policies followed by the Plan:

Basis of Accounting - The accounting records of the Plan are maintained on the accrual basis of accounting. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan administrator to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Risk and Uncertainties - The Plan invests in various securities, which may include U.S. governmental securities, corporate debt instruments and corporate stocks. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.

Valuation of Investments - The Plan’s investments are stated at fair value in accordance with Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS No. 157). Quoted market prices, when available, are used to value equity securities and mutual funds. Common collective trust funds are stated at fair value as determined by the issuer of the common collective trust funds based on the fair market value of the underlying investments. For further information on fair value measurements, see Note 5.

Common collective trust funds with underlying investments in investment contracts are valued at the fair market value of the underlying investments and then adjusted by the issuer to contract value. The adjustment from fair value to contract value on the Statements of Net Assets Available for Benefits relates to the Fifth Third Bank Stable Value Fund for Employee Benefit Plans and the Federated Capital Preservation Fund. The Fifth Third Bank Stable Value Fund for Employee Benefit Plans and the Federated Capital Preservation Fund are stable value funds that are common collective funds of the Plan. The funds invest in a diversified portfolio of stable assets, which include, but are not limited to, units of collective trust funds consistent with the fund’s objective of stable value, guaranteed investment contracts, alternative and separate account investment contracts as well as short-term money market instruments. Participants may direct the withdrawal or transfer of all or a portion of their investment at contract value. Contract value represents contributions made to the fund, plus earnings, less participant withdrawals.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Management fees and operating expenses charged to the Plan for investments in the mutual funds and common collective trust funds are deducted from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments.

Administrative Expenses - The Bancorp pays all administrative expenses of the Plan, except for certain expenses allocable to participant accounts. Such expenses have historically been comprised of fees for Plan loans, withdrawals, distributions, and qualified domestic relations orders. A portion of the legal

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fees incurred in the administration of the Plan were also allocated to participants’ accounts on a pro-rata basis.

Adoption of New Accounting Guidance - In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 157, which defines fair value by clarifying the exchange price notion presented in earlier definitions and providing a framework for measuring fair value. SFAS No. 157 also expands disclosures about fair value measurements. SFAS No. 157 was effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those years. The adoption of SFAS No. 157 on January 1, 2008 did not have a material effect on the Plan’s financial statements.

3. INVESTMENTS

Investments representing 5% or more of net assets available for benefits as of December 31, 2008 and 2007 are as follows:

	2008		2007
Fifth Third Bank LifeModel Moderate Fund* (12,570,051 and 13,279,189 shares, respectively)	$	105,337,029	$	166,388,235
Fifth Third Bank Stable Value Fund for Employee Benefit Plans* (8,045,282 and 6,607,691 shares, respectively) (1)		101,215,423		76,736,820
Fifth Third Bancorp common stock* (8,176,422 and 4,588,460 shares, respectively)		67,600,661		117,551,104
Fifth Third Bank Quality Growth Fund* (5,620,802 and 5,523,353 shares, respectively)		61,322,948		100,304,088
Fifth Third Bank Disciplined Large Cap Value Fund* (5,029,250 and 5,072,462 shares, respectively)		40,284,297		66,804,323
Fifth Third Bank International Equity Fund* (5,233,323 and 4,551,120 shares, respectively)		< 5%		66,446,357
Fifth Third Bank Mid Cap Growth Fund* (4,446,781 shares)		**		60,431,751

(1) Investment amounts at contract value. The fair value of the investments were $97,081,016 and $76,542,603 at December 31, 2008 and 2007, respectively.

* Denotes a party-in-interest.

** The Fifth Third Bank Mid Cap Growth Fund was replaced by the Allianz CCM Mid Cap Fund, effective October 24, 2008.

The following table represents the net (depreciation) appreciation in fair value of investments for the Plan during the years ended December 31, 2008 and 2007:

	2008			2007
Net (depreciation) appreciation in fair value of investments:
F.N.B. Corporation common stock *	$	—		$	(143,767	)
Fifth Third Bancorp common stock *		(96,769,226	)		(69,330,501	)
Mutual funds *		(302,724,672	)		(11,059,047	)
Total	$	(399,493,898	)	$	(80,533,315	)

* Denotes a party-in-interest.

4. EXEMPT PARTY-IN-INTEREST TRANSACTIONS

Certain Plan investments are shares of mutual and common collective trust funds managed by Fifth Third Bank. Fifth Third Bank is the trustee as defined by the Plan and, therefore, these transactions qualify as exempt party-in-interest transactions. Fees paid by the Plan for the investment management services were included as a reduction of the return earned on each fund.

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Fifth Third Bank provides the Plan with certain accounting and administrative services for which no fees are charged.

At December 31, 2008 and 2007, the Plan held 8,176,422 and 4,588,460 shares of the Bancorp’s common stock, respectively, with fair values of $67,600,661 and $117,551,104, respectively. Total dividends received from shares of the Bancorp’s common stock totaled $6,094,593 and $7,536,706 during the years ended December 31, 2008 and 2007, respectively.

5. FAIR VALUE MEASUREMENTS

Effective January 1, 2008, the Plan adopted SFAS No. 157, which provides a framework for measuring fair value under accounting principles generally accepted in the United States of America. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS No. 157 also establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the instrument’s fair value measurement. The three levels within the fair value hierarchy are described as follows:

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Plan has the ability to access at the measurement date.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 – Unobservable inputs for the asset or liability for which there is little, if any, market activity at the measurement date. Unobservable inputs reflect the Plan’s own assumptions about what market participants would use to price the asset or liability. The inputs are developed based on the best information available in the circumstances, which might include the Plan’s own financial data such as internally developed pricing models, discounted cash flow methodologies, as well as instruments for which the fair value determination requires significant management judgment.

The following table summarizes assets measured at fair value on a recurring basis:

	Fair Value Measurements Using
As of December 31, 2008	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total Fair Value
Assets:
Common stock	$	67,600,661	—	—	$	67,600,661
Collective funds		—	103,094,073	—		103,094,073
Mutual funds		500,398,056	—	—		500,398,056
Participant notes receivable		—	—	14,863,505		14,863,505
Total assets	$	567,998,717	103,094,073	14,863,505	$	685,956,295

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The following is a description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy.

Common stock

The Plan measures its Fifth Third Bancorp common stock using the stock’s quoted price, which is available in an active market. Therefore, this investment is classified within Level 1 of the valuation hierarchy.

Collective funds – cash equivalents

Cash equivalent investments have a maturity of one month or less and fair value is equal to cost as these funds are considered to be cash equivalents. Therefore, the Plan classifies cash equivalents as Level 2 securities in the fair value hierarchy.

Collective funds – stable value funds

Stable value funds have underlying investments that consist of cash equivalents, collective trust funds, guaranteed investment contracts, and alternative investment contracts. Cash equivalents are short term investment funds that have a maturity of 90 days or less and are valued at cost. The collective trust funds value is derived by their respective net asset values (NAV). The collective trust funds consist of bonds and asset-backed securities whose value is derived from observable inputs based on the pricing of similar instruments that are publicly traded. Guaranteed investment contracts are valued based on their underlying securities, which consist of bonds whose value is derived from observable inputs including London Interbank Offered Rate (LIBOR) forward interest rate curves. The bonds are valued based on the pricing of similar bonds that are publicly traded. In determining fair value, factors such as the benefit-responsiveness of the investment contracts and the ability of the parties to the investment contracts to perform in accordance with the terms of the contracts; such inputs were not significant to the valuation. Alternative investment contracts are valued based on their underlying securities, which consists of common funds consisting of bonds and asset-backed securities whose value is derived from observable inputs based on the pricing of similar instruments that are publicly traded. Therefore, the Plan classifies stable value funds as Level 2 securities in the fair value hierarchy.

Mutual funds

The Plan measures its mutual funds that are exchange-traded using the fund’s quoted price, which is in an active market. Therefore, these investments are classified within Level 1 of the valuation hierarchy.

Participant notes receivable

Participant notes receivable are stated at cost, which approximates fair value.

The following table is a reconciliation of assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

For the year ended December 31, 2008	Participant Notes Receivable		Total Fair Value
Beginning balance	$	14,034,115	$	14,034,115
Total gains or losses (realized/unrealized):
Included in earnings		—		—
Purchases, sales, issuances and settlements, net		829,390		829,390
Transfers in and/or out of Level 3		—		—
Ending balance	$	14,863,505	$	14,863,505

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6. PLAN ASSETS FROM ACQUIRED COMPANIES

On June 6, 2008, the Bancorp acquired First Charter. Subsequent to the acquisition, the First Charter Corporation Retirement Savings Plan was legally merged with the Plan effective July 10, 2008. The remaining assets of the First Charter Plan were transferred into the Plan totaling $40,904,711.

7. PLAN ASSETS SPUN-OFF TO OTHER PLANS

A portion of the First Charter Plan that was merged with the Plan on July 10, 2008 and was immediately spun-off from the Plan with assets totaling $831,616.

8. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

	2008			2007
Net assets available for benefits per the financial statements	$	705,910,525		$	1,008,434,644
Adjustment from contract value to fair value for fully benefit-responsive investment contracts		(4,144,775	)		(194,217	)
Total assets (current value column) per Form 5500
Schedule of Assets (Held at End of Year)	$	701,765,750		$	1,008,240,427
Increase (decrease) in net assets per the financial statements	$	(302,524,119	)	$	4,904,276
Net change in adjustment from contract value to fair value for fully benefit-responsive investment contracts		(3,950,558	)		(194,217	)
Net income (loss) per Form 5500	$	(306,474,677	)	$	4,710,059

******

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SUPPLEMENTAL SCHEDULE

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THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN

SCHEDULE H, PART IV, LINE 4i -

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2008

Asset Description	Current Market **
COMMON STOCK -
*Fifth Third Bancorp	$	67,600,661
COLLECTIVE FUNDS:
Cash equivalents -
*Fifth Third Bank Safe Premium		3,193,456
*Fifth Third Bank Safe Trust		247,679
Stable value funds -
*Fifth Third Bank Stable Value Fund for Employee Benefit Plans ***		97,081,016
Federated Capital Preservation Fund ****		2,571,922
Total collective funds		103,094,073
MUTUAL FUNDS:
*Fifth Third Bank Life Model Moderate Fund		105,337,029
*Fifth Third Bank Quality Growth Fund		61,322,948
*Fifth Third Bank Disciplined Large Cap Value Fund		40,284,297
*Fifth Third Bank International Equity Fund		32,865,271
*Fifth Third Bank Life Model Moderate Aggressive Fund		31,478,092
*Fifth Third Bank Life Model Aggressive Fund		30,271,150
Allianz CCM Mid Cap Fund		29,525,621
Dodge & Cox Income Fund		27,633,737
*Fifth Third Bank Equity Index Fund		23,459,548
Lazard Emerging Markets Fund		22,711,975
Goldman Sachs Mid Cap Value Fund		22,494,301
Fidelity Advisor Small Cap Fund		19,043,047
*Fifth Third Bank Bond Fund		16,832,384
*Fifth Third Bank Small Cap Value Fund		15,780,539
Columbia Technology Fund		9,451,710
*Fifth Third Bank Life Model Moderate Conservative Fund		6,937,404
*Fifth Third Bank Life Model Conservative Fund		4,969,003
Total mutual funds		500,398,056
LOAN FUND -
*Participant notes receivable (Interest rates ranging from 4.00% to 9.75% and maturing on various dates through October 2018)		14,863,505
TOTAL	$	685,956,295

* Denotes a party-in-interest.

** Cost information is not required for participant-directed investments and, therefore, is not included.

*** Contract value is $101,215,423.

**** Contract value is $2,582,290.

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