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): July 30, 2009

FIFTH THIRD BANCORP

(Exact Name of Registrant as Specified in Its Charter)

OHIO

(State or Other Jurisdiction of Incorporation)

001-33653	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.

(b) On July 30, 2009 John F. Barrett resigned from the board of directors of Fifth Third Bancorp. Mr. Barrett, who currently serves as chairman, president and CEO of Western & Southern Financial Group, chaired the Bancorp’s Risk and Compliance Committee and also was a member of the Audit Committee.

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

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits:

99.1 Press release dated July 31, 2009

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)
July 31, 2009	/s/ PAUL L REYNOLDS
	Paul L. Reynolds
	Executive Vice President, Secretary and Chief Legal Officer

EX-99.1

Exhibit 99.1

CONTACT:	Debra DeCourcy, APR	FOR IMMEDIATE RELEASE
	(513) 534-4153	July 31, 2009

Director Barrett Resigns from Fifth Third Bancorp Board

Served as Director for 21 years

Cincinnati – Kevin T. Kabat, chairman, president and CEO of Fifth Third Bancorp (NASDAQ: FITB), today announced that John F. Barrett has resigned from the Bancorp board of directors effective immediately. Mr. Barrett has served as a member of the board of directors for more than two decades.

Mr. Barrett, who currently serves as chairman, president and CEO of Western & Southern Financial Group, chaired the Bancorp’s Risk and Compliance Committee and also was a member of the Audit Committee.

“John has served as a member of our board for more than 20 years,” said Kabat. “During that time he helped lead the Bank through a period of tremendous growth and success. More recently John has provided guidance to the Company’s leadership team during one of the most challenging times in the banking industry. I personally wish to thank him for his service and dedication to Fifth Third Bank.”

Kabat added that the Bank would immediately begin a search for a new director to replace the departing Mr. Barrett.

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. The Company has $116 billion in assets, operates 16 affiliates with 1,320 full-service Banking Centers, including 99 Bank Mart^® locations open seven days a week inside select grocery stores and 2,353 ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Pennsylvania, Missouri, Georgia and North Carolina. Fifth Third operates four main businesses: Commercial Banking, Branch Banking, Consumer Lending, and Investment Advisors. Fifth Third also has a 49% interest in Fifth Third Processing Solutions, LLC. Fifth Third is among the largest money managers in the Midwest and, as of March 31, 2009, had $166 billion in assets under care, of which it managed $23 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.”

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