On June 4, 2009, Fifth Third Bancorp (the "Company") issued a press release announcing the increase of the aggregate gross sales amount of its Common Shares, no par value ("Common Shares"), to be sold pursuant to its previously announced "at the market" offering, and filed an addendum to its previously filed prospectus supplement to its existing automatic shelf registration statement on file with the Securities and Exchange Commission (the "Commission") in connection with the increase of the offering. The press release also announced that the Company had completed this offering. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

Common Shares issued under the program will be sold pursuant to an Equity Distribution Agreement, dated May 20, 2009, with Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith incorporated, which was amended by an Amendment No. 1 to the Equity Distribution Agreement, dated June 4, 2009 (the "Amendment" and, with the Equity Distribution Agreement as amended by the Amendment, the "Agreement"). The sole purpose of the Amendment was to increase the aggregate offering price of the Common Shares that may be offered and sold pursuant to the Agreement from $750,000,000 to $1,000,000,000.

Further details regarding the terms of the Agreement are set forth in the Company's Current Report on Form 8-K that was filed with the Commission on May 20, 2009, which is incorporated herein by reference.

Exhibits 5.1 and 23.1 to this Current Report on Form 8-K are filed herewith in connection with the Company's Registration Statement and are incorporated therein by reference.

Also on June 4, 2009, the Company announced that it has amended its filings with the Securities and Exchange Commission and its Offer to Exchange relating to its previously announced offer to exchange shares of its common stock and cash for any and all of its outstanding Depositary Shares each representing a 1/250th interest in a share of 8.50% Non-Cumulative Perpetual Convertible Preferred Stock, Series G (CUSIP No. 316773209). The Company has increased the cash consideration being offered for each set of 250 validly tendered and accepted Depositary Shares from $7,500 to $8,250, such that the maximum cash consideration payable in the Offer to Exchange is increasing from $332,250,000 to $365,475,000. A copy of this press release is attached hereto as Exhibit 99.3 and is incorporated by reference herein.

(c) Exhibits:

 5.1    Opinion of Paul L. Reynolds, Esq. as to the validity of the common shares
        to be issued pursuant to the equity distribution program.

23.1    Consent of Paul L. Reynolds, Esq. (included in Exhibit 5.1).


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99.1.    Amendment No. 1, dated June 4, 2009, to Equity Distribution Agreement
         dated May 20, 2009 between Fifth Third, Morgan Stanley & Co. Incorporated
         and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

99.2     Press release dated June 4, 2009 relating to the Company's equity
         offering

99.3     Press release dated June 4, 2009 relating to the Company's exchange offer