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): October 16, 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

(d) On October 16, 2009, the Board of Directors of Fifth Third Bancorp (the “Registrant”) elected Emerson L. Brumback and Jewell D. Hoover as directors. Mr. Brumback is the retired president and chief operating officer and director of M&T Bank and the retired executive vice president and director of M&T Bank Corporation. Ms. Hoover is a principal of Hoover and Associates, LLC, a bank consulting company headquartered in Charlotte, North Carolina and is an affiliate director of Fifth Third Bank (North Carolina). The Board has not yet determined which committees that Mr. Brumback and Ms. Hoover are to be appointed.

The Board of Directors increased the size of the Board to thirteen directors and appointed Mr. Brumback and Ms. Hoover as directors to fill the vacancies created by the increase. Mr. Brumback and Ms. Hoover’s compensation for 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 10, 2009 and the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008.

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

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 Press release dated October 16, 2009 relating to the appointments of Emerson L. Brumback and Jewell D. Hoover as directors of Fifth Third Bancorp.

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)
October 19, 2009	By:	/S/    KEVIN T. KABAT
		Kevin T. Kabat
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

CONTACT:	Stephanie Honan	FOR IMMEDIATE RELEASE
	(513) 534-6957	October 16, 2009

Fifth Third Appoints Two to Bancorp Board of Directors

Cincinnati – Fifth Third Bancorp (NASDAQ: FITB) today announced the appointment of Jewell Hoover and Emerson Brumback to the Bancorp board of directors.

Jewell Hoover is currently a principal of Hoover and Associates, LLC, a bank consulting company headquartered in Charlotte, NC, that specializes in corporate governance, policy development and strategic planning. She previously served for more than 28 years with the Office of the Comptroller of the Currency (OCC), a division of the U.S. Treasury that charters, regulates and examines approximately 2,300 national banks in the United States. Most recently she was chief executive officer for the OCC’s Western District.

Emerson Brumback is the retired president and chief operating officer of M&T Bank. He also served as a director of M&T Bank and M&T Bank Corporation. During his time with M&T, Mr. Brumback was responsible for all lines of business in the organization. He retired from M&T in 2006, after a 30-year career in the banking industry.

“Together Jewell and Emerson bring more than 60 years of professional banking, finance and corporate governance experience to the Bancorp’s board of directors,” said Kevin T. Kabat, president, chairman and CEO of Fifth Third Bancorp. “We are honored that they have agreed to serve our shareholders in this capacity.”

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 2,363 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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