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): February 8, 2010

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

(c) On February 8, 2010, Fifth Third Bancorp appointed Mark D. Hazel, 44, as Controller of Fifth Third Bancorp. Mr. Hazel had been acting as the interim Controller and prior to that was the Assistant Controller of the Bancorp since 2006 and was the Controller of Nonbank Entities before that.

A copy of the related press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 - Press release dated February 12, 2010.

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)
February 12, 2010	By:	/s/ DANIEL T. POSTON
		Daniel T. Poston
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

CONTACT:	Stephanie Honan	FOR IMMEDIATE RELEASE
	(513) 534-6957	February 12, 2010

Fifth Third Bancorp Promotes Mark Hazel to Controller

Cincinnati – Fifth Third Bancorp (NASDAQ: FITB), today announced the promotion of Senior Vice President Mark Hazel to the position of Bancorp Controller.

As Bancorp Controller, Hazel will provide leadership and oversight to the entire Accounting function of the Company. He joined the Bank in 2003 as Controller of Nonbank Entities. He was named Assistant Bancorp Controller in 2006 and was promoted to senior vice president in 2009.

“Mark demonstrates outstanding dedication and a strong work ethic,” said Dan Poston, executive vice president and Chief Financial Officer for Fifth Third Bancorp. “Nowhere were those qualities more on display than during the past 18 months – an unprecedented time in our industry.”

Prior to joining Fifth Third Bank, Hazel was with the public accounting firms of Arthur Andersen and Deloitte & Touche. He holds a bachelor’s degree in Accounting from the University of Cincinnati. Hazel resides in Union Township, Clermont County.

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. The Company has $113 billion in assets, operates 16 affiliates with 1,309 full-service Banking Centers, including 103 Bank Mart® locations open seven days a week inside select grocery stores and 2,356 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 December 31, 2009, had $187 billion in assets under care, of which it managed $25 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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