8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): September 22, 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 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.

On September 22, 2009, Fifth Third Bancorp issued a press release announcing that Daniel T. Poston, Executive Vice President and Controller of Fifth Third Bancorp, had been appointed as the Chief Financial Officer of Fifth Third and that Ross J. Kari, the former Chief Financial Officer, was leaving the company to take the position of Chief Financial Officer with Freddie Mac. Additionally, Fifth Third announced that Mark Hazel would assume the role of interim Controller. A copy of the above-referenced press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K.

The Section titled “EXECUTIVE OFFICERS OF THE BANCORP” of the Company’s Annual Report on Form 10-K filed for the fiscal year ended December 31, 2008 is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 - Press release dated September 22, 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)
September 22, 2009	By:	/s/ KEVIN T. KABAT
		Kevin T. Kabat
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

CONTACT:	Debra DeCourcy, APR (Media)	FOR IMMEDIATE RELEASE
	(513) 534-4153	September 22, 2009
	Jim Eglseder (Investors)
	(513) 534-8424
	Rich Rosen (Investors)
	513-534-3307

Fifth Third Names Daniel Poston Chief Financial Officer

Ross Kari to Assume Position with Freddie Mac

Cincinnati – Kevin T. Kabat, chairman, president and CEO of Fifth Third Bancorp (NASDAQ: FITB) today announced the appointment of Executive Vice President Daniel T. Poston as Chief Financial Officer, effective immediately. Poston replaces Ross J. Kari, who is leaving the Bank to take the position of Chief Financial Officer with Freddie Mac.

Poston, who currently serves as the Bank’s Controller, served as interim CFO from May 2008 through November 2008 and was instrumental in the development of the Bank’s June 2008 capital plan, which has since been successfully implemented, and management of the Bank’s financial position through the fall of 2008. He began his career at Fifth Third Bank in 2001 as director of Internal Audit and member of the Bank’s Enterprise Committee.

“Dan’s experience and leadership have been crucial to Fifth Third. He served as chief financial officer for us during an exceptionally challenging time last year, and I have every confidence that under his direction, we will deliver the strong performance we expect from Fifth Third,” said Kabat.

Speaking about Kari’s departure, Kabat said, “During his time here, Ross provided sound financial leadership and direction. And while we will miss him, I fully understand his desire to be involved in shaping the future of home mortgage financing in this country. We wish him every success as we will all benefit from it.”

“I’m pleased that I was able to make a contribution to Fifth Third during this unprecedented time in the banking industry,” said Kari. “Fifth Third has a strong group of management and finance professionals, who with Dan will continue to move the Bank forward and position it as an industry leader in the future.”

Mark Hazel, Fifth Third’s assistant Controller, will serve as interim Controller.

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. The Company has $116 billion in assets, operates 16 affiliates with 1,306 full-service Banking Centers, including 100 Bank Mart^® locations open seven days a week inside select grocery stores and 2,364 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 June 30, 2009, has $180 billion in assets under care, of which it manages $24 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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