Item 7.01 Regulation FD Disclosure.

On May 7, 2009, Fifth Third Bancorp issued a press release announcing the results of its Supervisory Capital Assessment by the Federal Reserve Bank. The assessment indicated that, under its more adverse scenario, Fifth Third would need additional Tier 1 common equity in the amount of $1.1 billion, after accounting for a $1.6 billion incremental benefit to Tier 1 common equity that may be provided by Fifth Third's previously announced sale of a majority interest in its processing business to Advent International which is expected to close in the second quarter of 2009. Fifth Third also made available on its website a presentation related to this announcement.

The foregoing descriptions of the press release and the presentation are qualified in their entirety by reference to the full text of those documents, copies of which are filed as exhibits hereto and are fully incorporated herein by reference.

The information in this Item 7.01 of this Form 8-K and the Exhibits attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

Item 8.01 Other Events.

On May 7, 2009, Fifth Third Bancorp issued a press release announcing the results of its Supervisory Capital Assessment by the Federal Reserve Bank. The assessment indicated that, under its more adverse scenario, Fifth Third would need additional Tier 1 common equity in the amount of $1.1 billion, after accounting for a $1.6 billion incremental benefit to Tier 1 common equity that may be provided by Fifth Third's previously announced sale of a majority interest in its processing business to Advent International which is expected to close in the second quarter of 2009.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits:

99.1 Press release dated May 7, 2009

99.2 Website presentation dated May 7, 2009

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