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): June 21, 2011

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) On June 21, 2011, the Board of Directors of Fifth Third Bancorp (the “Registrant”) elected B. Evan Bayh as a Director. The Board of Directors increased the size of the Board to thirteen Directors and appointed Mr. Bayh as a Director to fill the vacancy created by the increase. The Board has not yet determined which committees that Mr. Bayh is to be appointed.

Mr. Bayh’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, 2011 and the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010.

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 June 21, 2011 relating to the appointment of B. Evan Bayh as a Director 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)
June 21, 2011	By:	/s/ KEVIN T. KABAT
		Kevin T. Kabat
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

CONTACT:	Debra DeCourcy, APR	FOR IMMEDIATE RELEASE
	(513) 534-4153 or
	Stephanie Honan, APR
	(513) 534-6957	June 21, 2011

Fifth Third Appoints B. Evan Bayh to

Bancorp Board of Directors

Cincinnati – Fifth Third Bancorp (NASDAQ: FITB) today announced the appointment of B. Evan Bayh, former U.S. Senator and Indiana Governor, to the Bancorp Board of Directors.

“Evan brings a unique perspective and rich background to Fifth Third,” said William Isaac, chairman of the Fifth Third Bancorp Board. “As Governor of Indiana, he established that state as one of the strongest, most financially secure economies in the nation. As a member of the U.S. Senate, he helped strengthen the national security and create new jobs through the growth of small business. We are certainly honored to add him to our Board.”

Bayh was a member of the U.S. Senate from the state of Indiana from 1998 until his retirement in 2011. In the 1998 election, Bayh received 64 percent of the vote, the largest victory margin ever by a Democrat in a U.S. Senate race in Indiana. While in the Senate, he served on a variety of committees including the Banking, Housing and Urban Affairs Committee and the Committee on Small Business and Entrepreneurship.

“The executive leadership team of the Bank is eager to work with Evan and we are excited about the guidance and insight that he will provide,” said Kevin T. Kabat, president and CEO of Fifth Third Bancorp.

He served as Indiana Governor from 1988 to 1997. His tenure as governor was highlighted by eight years without raising taxes, the largest single tax cut and budget surplus in state history, and the creation of over 350,000 new jobs.

Bayh served as Indiana Secretary of State from 1986 to 1988. Prior to his public service, he was a practicing attorney in Indianapolis.

“I have been familiar with Fifth Third for many years,” explained Bayh. “I have watched the Company’s growth in Indiana and throughout the Midwest. I am eager to become fully engaged with the Bank and with the board of directors and I believe this position is an excellent fit with my interests.”

Bayh is a graduate of Indiana University. He received his Juris Doctorate from the University of Virginia.

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. The Company has $110 billion in assets and operates 15 affiliates with 1,316 full-service Banking Centers, including 103 Bank Mart® locations open seven days a week inside select grocery stores and 2,447 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 Vantiv, LLC, formerly Fifth Third Processing Solutions, LLC. Fifth Third is among the largest money managers in the Midwest and, as of March 31, 2011, had $274 billion in assets under care, of which it managed $26 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® Global Select Market under the symbol “FITB.”

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