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): April 12, 2010

FIFTH THIRD BANCORP

(Exact Name of Registrant as Specified in Its Charter)

OHIO

(State or Other Jurisdiction of Incorporation)

0-8076	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)

(800) 972-3030

(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 8.01 Other Events

The Company’s Board of Directors recently approved changes to the Position Duty Statement of the Lead Director of the Board of Directors of Fifth Third Bancorp in order to clarify and expand the responsibilities of the Lead Director in an effort to enhance the Company’s corporate governance practices.

The amended and restated Position Duty Statement of the Lead Director of the Board of Directors of Fifth Third Bancorp is attached hereto as Exhibit 99.1. This document will also be available on the Company’s website at www.53.com.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 – Position Duty Statement of the Lead Director of the Board of Directors of Fifth Third Bancorp, as approved by the Board of Directors on April 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)
April 13, 2010	/s/ PAUL L. REYNOLDS
	Paul L. Reynolds
	Executive Vice President, Secretary and
	Chief Administrative Officer

EX-99.1

Exhibit 99.1

POSITION DUTY STATEMENT

OF THE LEAD DIRECTOR

OF THE BOARD OF DIRECTORS

OF FIFTH THIRD BANCORP

AS APPROVED BY THE BOARD OF DIRECTORS

ON APRIL 12, 2010

As stated in the Fifth Third Bancorp Corporate Governance Guidelines, the Chairman of the Nominating and Corporate Governance Committee serves as the lead director of the Company.

The Lead Director is responsible for coordinating the activities of the independent directors. In addition to the duties of all Board members as set forth in the Company’s Corporate Governance Guidelines, the specific responsibilities of the Lead Director are as follows:

• chair Board meetings in the absence of the Chairman;

• approve the schedule of Board meetings, seeking to ensure that the independent directors can perform their duties responsibly while not interfering with the flow of Company operations and assuring sufficient time for discussion of all agenda items;

• approve agendas for Board meetings while seeking agenda input from other Board members;

• approve information sent to the Board members;

• function as a mentor to the Chief Executive Officer on Board issues and other matters affecting the Company;

• suggest calling full Board meetings to the Chairman when appropriate;

• recommend to the Board the retention of consultants who report directly to the Board;

• interview all Board candidates, and make recommendations to the Nominating and Corporate Governance Committee and the Board;

• assist the Board and Company officers in assuring compliance with and implementation of the Company’s Corporate Governance Guidelines;

• principally responsible for recommending revisions to the Corporate Governance Guidelines;

• receive and oversee responses to all direct shareholder communication to the Board;

• ensure availability for consultation and direct communication if requested by major shareholders;

• facilitate discussion among the independent directors on key issues and concerns outside of Board meetings; act as a non-exclusive conduit to the Chief Executive Officer of views, concerns and issues of the independent directors;

• call, develop the agenda for and chair executive sessions of the Board’s independent directors; act as principal liaison between the independent directors and the Chairman on issues arising in executive sessions and outcomes;

• evaluate, along with the members of the Compensation Committee, the CEO’s performance; meet with the CEO to discuss the Board’s evaluation; and

• recommend to the Chairman the membership of the various Board Committees, as well as selection of the Committee chairs.

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