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 28, 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 November 28, 2011, the Board of Directors of Fifth Third Bancorp (the “Registrant”) elected Michael B. McCallister as a Director. The Board of Directors increased the size of the Board to fourteen Directors and appointed Mr. McCallister as a Director to fill the vacancy created by the increase. The Board has not yet determined which committees that Mr. McCallister is to be appointed.

Mr. McCallister’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 November 29, 2011 relating to the appointment of Michael B. McCallister 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)
November 30, 2011	By:	/s/ KEVIN T. KABAT
	Kevin T. Kabat
	President and Chief Executive Officer

EX-99.1

Exhibit 99.1

News Release

CONTACT:	Debra DeCourcy, APR	FOR IMMEDIATE RELEASE
	(513) 534-4153	November 30, 2011

Fifth Third Appoints Michael B. McCallister to Board of Directors

Cincinnati – Fifth Third Bancorp (Nasdaq: FITB) today announced the appointment of Michael B. McCallister to its Board of Directors.

McCallister is chairman and chief executive officer of Humana Inc. He was named CEO in 2000 and was appointed chairman of the board in 2010.

McCallister joined Humana in 1974 as a finance specialist working in the company’s headquarters in Louisville. He has held numerous positions with progressive responsibilities at Humana for nearly four decades.

“Mike is an accomplished executive who progressed through the ranks of Humana. Under his leadership Humana was transformed from a hospital company to one of the health care industry’s leading consumer companies,” said William Isaac, chairman of the board of Fifth Third Bancorp.

“The Bank’s leadership team welcomes Mike and we are eager to have his insights and expertise, particularly in the health care arena, which has been a growing focus for Fifth Third for the past several years,” said Kevin T. Kabat, president and CEO. Kabat added that McCallister’s appointment brings the total number of directors of the Bancorp Board to 14.

McCallister has an MBA from Pepperdine University and a bachelor’s degree from Louisiana Tech University.

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. The Company has $115 billion in assets and operates 15 affiliates with 1,314 full-service Banking Centers, including 103 Bank Mart^® locations open seven days a week inside select grocery stores and 2,437 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 September 30, 2011, had $273 billion in assets under care, of which it managed $23 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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