Item 8.01 Other Events

The Company's Board of Directors recently approved changes to its committee structure and corporate governance guidelines in order to further enhance its corporate governance practices. Specifically, the Board revised its Executive Committee as a Finance Committee and revised its corporate governance guidelines to reduce the matters that may be acted upon by committees as opposed to the full Board.

The amended and restated Fifth Third Bancorp Corporate Governance Guidelines as well as the Charter of the Finance Committee are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively. These documents will also be available on the Company's website at www.53.com.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 - Fifth Third Bancorp Corporate Governance Guidelines, as amended and restated.

Exhibit 99.2 - Charter of the Finance Joint Committee of the Board of Directors of Fifth Third Bancorp

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