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): November 24, 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)

(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

On November 24, 2010, the Corporation executed an Amendment No. 1 to each of its three outstanding Replacement Capital Covenants, which the Corporation executed in favor of and for the benefit of each Covered Debtholder in connection with offerings of trust preferred securities of Fifth Third Capital Trust IV, Fifth Third Capital Trust V and Fifth Third Capital Trust VI. Specifically, the Replacement Capital Covenants being amended were: (a) the Replacement Capital Covenant entered into by the Corporation dated as of March 30, 2007 in connection with the issuance of $750,010,000 aggregated principal amount of the Corporation’s 6.50% Junior Subordinated Notes due 2067 to Fifth Third Capital Trust IV, and the issuance by such trust of $750,000,000 aggregate liquidation amount of the trust’s 6.50% Trust Preferred Securities, (b) the Replacement Capital Covenant entered into by the Corporation dated as of August 8, 2007, as supplemented as of August 16, 2007, in connection with the issuance of $575,010,000 aggregated principal amount of the Corporation’s 7.25% Junior Subordinated Notes due 2067 to Fifth Third Capital Trust V, and the issuance by such trust of $575,000,000 aggregate liquidation amount of the trust’s 7.25% Trust Preferred Securities, and (c) the Replacement Capital Covenant entered into by the Corporation dated as of October 30, 2007 in connection with the issuance of $862,510,000 aggregated principal amount of the Corporation’s 7.25% Junior Subordinated Notes due 2067 to Fifth Third Capital Trust VI, and the issuance by such trust of $862,500,000 aggregate liquidation amount of the trust’s 7.25% Trust Preferred Securities. As of the time the Replacement Capital Covenants were originally entered into and through the date of Amendment No. 1 to each such Covenant, the Covered Debtholders are the holders of the Corporation’s 4.50% Subordinated Notes due June 1, 2018 issued pursuant to the Corporation’s Indenture dated May 23, 2003 between it and Wilmington Trust Company, as trustee.

Each Amendment No. 1 contains identical amendments to certain provisions of the respective Replacement Capital Covenant to which it relates. The intent and effect of each such Amendment No. 1 is to provide the Covered Debtholders with the potential benefit of the proceeds from the issuance by the Corporation of any and all Replacement Capital Securities after November 24, 2010 (the effective date of each Amendment No. 1) without regard to the date of such issuance, and without double counting proceeds received in any prior Measurement Period with respect to the securities covered by the applicable Replacement Capital Covenant. Capitalized terms used herein and not defined herein have the meanings set forth in the Replacement Capital Covenants, as amended.

A copy of each Amendment No. 1 to the applicable Replacement Capital Covenant is attached hereto as Exhibit 99.1, 99.2 and 99.3 respectively.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 – Amendment No. 1 to Replacement Capital Covenant, dated as of November 24, 2010 amending the Replacement Capital Covenant dated as of March 30, 2007.¹

Exhibit 99.2 – Amendment No. 1 to Replacement Capital Covenant, dated as of November 24, 2010 amending the Replacement Capital Covenant dated as of August 8, 2007 and supplemented as of August 16, 2007.²

Exhibit 99.3 – Amendment No. 1 to Replacement Capital Covenant, dated as of November 24, 2010 amending the Replacement Capital Covenant dated as of October 30, 2007.³

¹ The March 30, 2007 Replacement Capital Covenant was filed by the Registrant with the Commission on Form 8-K on March 30, 2007.

² The August 8, 2007 Replacement Capital Covenant was filed by the Registrant with the Commission on Form 8-K on August 8, 2007. The August 16, 2007 Supplement to Replacement Capital Covenant was filed by the Registrant with the Commission on Form 8-K on August 16, 2007.

³ The October 30, 2007 Replacement Capital Covenant was filed by the Registrant with the Commission on Form 8-K on October 31, 2007.

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)
November 26, 2010	/s/ DANIEL T. POSTON
	Daniel T. Poston
	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

AMENDMENT NO. 1

TO

REPLACEMENT CAPITAL COVENANT

THIS AMENDMENT NO. 1 TO REPLACEMENT CAPITAL COVENANT, dated as of November 24, 2010 (the “Amendment Effective Date”), by FIFTH THIRD BANCORP, an Ohio corporation (together with its successors and assigns, the “Corporation”), having its principal office at 38 Fountain Square Plaza, Cincinnati, Ohio 45263, in favor of and for the benefit of each Covered Debtholder (as defined in the original Replacement Capital Covenant dated as of March 30, 2007 (the “Replacement Capital Covenant”)).

WHEREAS, on March 30, 2007 the Corporation entered into the Replacement Capital Covenant in connection with its issuance of $750,010,000 aggregate principal amount of its 6.50% Junior Subordinated Notes due 2067 (the “JSNs”) to FIFTH THIRD CAPITAL TRUST IV, a Delaware statutory trust (the “Trust”) and the issuance by the Trust of $750,000,000 aggregate liquidation amount of its 6.50% Trust Preferred Securities (the “Trust Preferred Securities” and together with the JSNs, the “Securities”).

WHEREAS, pursuant to Section 4(b)(ii) of the Replacement Capital Covenant, the Corporation may amend the terms of the Replacement Capital Covenant without the consent of the Covered Debtholders provided that such amendment is not adverse to the Covered Debtholders and an officer of the Corporation delivers to such Holders a written certificate to that effect.

WHEREAS, the intent and effect of this Amendment No. 1 is to provide the Covered Debtholders with the potential benefit of the proceeds from the issuance by the Corporation of any and all Replacement Capital Securities after the Amendment Effective Date without regard to the date of such issuance, and without double counting proceeds received in any prior Measurement Period with respect to the Securities.

NOW THEREFORE, the Corporation hereby amends the Replacement Capital Covenant as set forth in this Amendment No. 1.

Article I

DEFINITIONS

1.1 Capitalized terms not otherwise amended or defined herein shall have the meanings set forth in the Replacement Capital Covenant.

1.2 The definition of the term “Measurement Date” as set forth in Schedule 1 to the Replacement Capital Covenant is hereby deleted and replaced in its entirety with the following new definition:

“Measurement Date” means with respect to any repayment, redemption or purchase of the Securities, the applicable Replacement Capital Securities Commencement Date prior to such repayment or redemption or the date of such purchase.

1.3 The term “Measurement Period” is hereby amended to modify the last sentence of such definition, and such last sentence shall now read in its entirety as follows:

“Measurement Periods cannot run concurrently, provided, however, that this limitation shall not prohibit or restrict the inclusion in a Measurement Period of such portion of the proceeds from an issuance of Replacement Capital Securities, which proceeds have not previously been counted towards the repayment, redemption or repurchase of Securities pursuant to Section 2(b) of the Replacement Capital Securities.”

1.4 The term “Replacement Capital Securities Commencement Date” is hereby added to the Replacement Capital Covenant and its definition is as follows:

“Replacement Capital Securities Commencement Date” means the later of (a) the Amendment Effective Date, (b) the most recent date subsequent to the Amendment Effective Date on which the Corporation issued Replacement Capital Securities, the proceeds of which have not previously been counted in their entirety towards the repayment, redemption or repurchase of Securities pursuant to Section 2(b) of the Replacement Capital Covenant, and (c) the day following the most recent date subsequent to the Amendment Effective Date on which the Corporation issued Replacement Capital Securities, the entire proceeds of which have been counted towards the repayment, redemption or repurchase of Securities pursuant to Section 2(b) of the Replacement Capital Covenant.

Article II

MISCELLANEOUS

2.1 Except as otherwise provided in Article I above, all of the provisions of the Replacement Capital Covenant continue in full force and effect.

2.2 This Amendment No. 1 to Replacement Capital Covenant shall be governed by and construed in accordance with the laws of the State of New York.

2.3 This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

[Signature Page to Follow]

2

FITB CAPITAL TRUST IV – AMENDMENT NO. 1 TO REPLACEMENT CAPITAL COVENANT

IN WITNESS WHEREOF, the Corporation has caused this Amendment No. 1 to Replacement Capital Covenant to be executed by its duly authorized officer, as of the day and year first above written.

FIFTH THIRD BANCORP
By:	/s/ Daniel T. Poston
	Name:	Daniel T. Poston
	Title:	Executive Vice President and Chief Financial Officer

3

FITB CAPITAL TRUST IV – AMENDMENT NO. 1 TO REPLACEMENT CAPITAL COVENANT

EX-99.2

Exhibit 99.2

AMENDMENT NO. 1

TO

REPLACEMENT CAPITAL COVENANT

THIS AMENDMENT NO. 1 TO REPLACEMENT CAPITAL COVENANT, dated as of November 24, 2010 (the “Amendment Effective Date”), by FIFTH THIRD BANCORP, an Ohio corporation (together with its successors and assigns, the “Corporation”), having its principal office at 38 Fountain Square Plaza, Cincinnati, Ohio 45263, in favor of and for the benefit of each Covered Debtholder (as defined in the original Replacement Capital Covenant dated as of August 8, 2007, and as supplemented as of August 16, 2007 (the “Replacement Capital Covenant”)).

WHEREAS, on August 8, 2007 the Corporation entered into the original Replacement Capital Covenant, and on August 16, 2007 entered into a supplement thereto, in connection with its issuance of $575,010,000 aggregate principal amount of its 7.25% Junior Subordinated Notes due 2067 (the “JSNs”) to FIFTH THIRD CAPITAL TRUST V, a Delaware statutory trust (the “Trust”) and the issuance by the Trust of $575,000,000 aggregate liquidation amount of its 7.25% Trust Preferred Securities (the “Trust Preferred Securities” and together with the JSNs, the “Securities”).

WHEREAS, pursuant to Section 4(b)(ii) of the Replacement Capital Covenant, the Corporation may amend the terms of the Replacement Capital Covenant without the consent of the Covered Debtholders provided that such amendment is not adverse to the Covered Debtholders and an officer of the Corporation delivers to such Holders a written certificate to that effect.

WHEREAS, the intent and effect of this Amendment No. 1 is to provide the Covered Debtholders with the potential benefit of the proceeds from the issuance by the Corporation of any and all Replacement Capital Securities after the Amendment Effective Date without regard to the date of such issuance, and without double counting proceeds received in any prior Measurement Period with respect to the Securities.

NOW THEREFORE, the Corporation hereby amends the Replacement Capital Covenant as set forth in this Amendment No. 1.

Article I

DEFINITIONS

1.1 Capitalized terms not otherwise amended or defined herein shall have the meanings set forth in the Replacement Capital Covenant.

1.2 The definition of the term “Measurement Date” as set forth in Schedule 1 to the Replacement Capital Covenant is hereby deleted and replaced in its entirety with the following new definition:

“Measurement Date” means with respect to any repayment, redemption or purchase of the Securities, the applicable Replacement Capital Securities Commencement Date prior to such repayment or redemption or the date of such purchase.

1.3 The term “Measurement Period” is hereby amended to modify the last sentence of such definition, and such last sentence shall now read in its entirety as follows:

“Measurement Periods cannot run concurrently, provided, however, that this limitation shall not prohibit or restrict the inclusion in a Measurement Period of such portion of the proceeds from an issuance of Replacement Capital Securities, which proceeds have not previously been counted towards the repayment, redemption or repurchase of Securities pursuant to Section 2(b) of the Replacement Capital Securities.”

1.4 The term “Replacement Capital Securities Commencement Date” is hereby added to the Replacement Capital Covenant and its definition is as follows:

“Replacement Capital Securities Commencement Date” means the later of (a) the Amendment Effective Date, (b) the most recent date subsequent to the Amendment Effective Date on which the Corporation issued Replacement Capital Securities, the proceeds of which have not previously been counted in their entirety towards the repayment, redemption or repurchase of Securities pursuant to Section 2(b) of the Replacement Capital Covenant, and (c) the day following the most recent date subsequent to the Amendment Effective Date on which the Corporation issued Replacement Capital Securities, the entire proceeds of which have been counted towards the repayment, redemption or repurchase of Securities pursuant to Section 2(b) of the Replacement Capital Covenant.

Article II

MISCELLANEOUS

2.1 Except as otherwise provided in Article I above, all of the provisions of the Replacement Capital Covenant continue in full force and effect.

2.2 This Amendment No. 1 to Replacement Capital Covenant shall be governed by and construed in accordance with the laws of the State of New York.

2.3 This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

[Signature Page to Follow]

2

FITB CAPITAL TRUST V – AMENDMENT NO. 1 TO REPLACEMENT CAPITAL COVENANT

IN WITNESS WHEREOF, the Corporation has caused this Amendment No. 1 to Replacement Capital Covenant to be executed by its duly authorized officer, as of the day and year first above written.

FIFTH THIRD BANCORP
By:	/s/ Daniel T. Poston
	Name:	Daniel T. Poston
	Title:	Executive Vice President and Chief Financial Officer

3

FITB CAPITAL TRUST V – AMENDMENT NO. 1 TO REPLACEMENT CAPITAL COVENANT

EX-99.3

Exhibit 99.3

AMENDMENT NO. 1

TO

REPLACEMENT CAPITAL COVENANT

THIS AMENDMENT NO. 1 TO REPLACEMENT CAPITAL COVENANT, dated as of November 24, 2010 (the “Amendment Effective Date”), by FIFTH THIRD BANCORP, an Ohio corporation (together with its successors and assigns, the “Corporation”), having its principal office at 38 Fountain Square Plaza, Cincinnati, Ohio 45263, in favor of and for the benefit of each Covered Debtholder (as defined in the original Replacement Capital Covenant dated as of October 30, 2007 (the “Replacement Capital Covenant”)).

WHEREAS, on October 30, 2007 the Corporation entered into the Replacement Capital Covenant in connection with its issuance of $862,510,000 aggregate principal amount of its 7.25% Junior Subordinated Notes due 2067 (the “JSNs”) to FIFTH THIRD CAPITAL TRUST VI, a Delaware statutory trust (the “Trust”) and the issuance by the Trust of $862,500,000 aggregate liquidation amount of its 7.25% Trust Preferred Securities (the “Trust Preferred Securities” and together with the JSNs, the “Securities”).

WHEREAS, pursuant to Section 4(b)(ii) of the Replacement Capital Covenant, the Corporation may amend the terms of the Replacement Capital Covenant without the consent of the Covered Debtholders provided that such amendment is not adverse to the Covered Debtholders and an officer of the Corporation delivers to such Holders a written certificate to that effect.

WHEREAS, the intent and effect of this Amendment No. 1 is to provide the Covered Debtholders with the potential benefit of the proceeds from the issuance by the Corporation of any and all Replacement Capital Securities after the Amendment Effective Date without regard to the date of such issuance, and without double counting proceeds received in any prior Measurement Period with respect to the Securities.

NOW THEREFORE, the Corporation hereby amends the Replacement Capital Covenant as set forth in this Amendment No. 1.

Article I

DEFINITIONS

1.1 Capitalized terms not otherwise amended or defined herein shall have the meanings set forth in the Replacement Capital Covenant.

1.2 The definition of the term “Measurement Date” as set forth in Schedule 1 to the Replacement Capital Covenant is hereby deleted and replaced in its entirety with the following new definition:

“Measurement Date” means with respect to any repayment, redemption or purchase of the Securities, the applicable Replacement Capital Securities Commencement Date prior to such repayment or redemption or the date of such purchase.

1.3 The term “Measurement Period” is hereby amended to modify the last sentence of such definition, and such last sentence shall now read in its entirety as follows:

“Measurement Periods cannot run concurrently, provided, however, that this limitation shall not prohibit or restrict the inclusion in a Measurement Period of such portion of the proceeds from an issuance of Replacement Capital Securities, which proceeds have not previously been counted towards the repayment, redemption or repurchase of Securities pursuant to Section 2(b) of the Replacement Capital Securities.”

1.4 The term “Replacement Capital Securities Commencement Date” is hereby added to the Replacement Capital Covenant and its definition is as follows:

“Replacement Capital Securities Commencement Date” means the later of (a) the Amendment Effective Date, (b) the most recent date subsequent to the Amendment Effective Date on which the Corporation issued Replacement Capital Securities, the proceeds of which have not previously been counted in their entirety towards the repayment, redemption or repurchase of Securities pursuant to Section 2(b) of the Replacement Capital Covenant, and (c) the day following the most recent date subsequent to the Amendment Effective Date on which the Corporation issued Replacement Capital Securities, the entire proceeds of which have been counted towards the repayment, redemption or repurchase of Securities pursuant to Section 2(b) of the Replacement Capital Covenant.

Article II

MISCELLANEOUS

2.1 Except as otherwise provided in Article I above, all of the provisions of the Replacement Capital Covenant continue in full force and effect.

2.2 This Amendment No. 1 to Replacement Capital Covenant shall be governed by and construed in accordance with the laws of the State of New York.

2.3 This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

[Signature Page to Follow]

2

FITB CAPITAL TRUST VI – AMENDMENT NO. 1 TO REPLACEMENT CAPITAL COVENANT

IN WITNESS WHEREOF, the Corporation has caused this Amendment No. 1 to Replacement Capital Covenant to be executed by its duly authorized officer, as of the day and year first above written.

FIFTH THIRD BANCORP
By:	/s/ Daniel T. Poston
	Name:	Daniel T. Poston
	Title:	Executive Vice President and Chief Financial Officer

3

FITB CAPITAL TRUST VI – AMENDMENT NO. 1 TO REPLACEMENT CAPITAL COVENANT