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

(b) On July 30, 2009 John F. Barrett resigned from the board of directors of Fifth Third Bancorp. Mr. Barrett, who currently serves as chairman, president and CEO of Western & Southern Financial Group, chaired the Bancorp's Risk and Compliance Committee and also was a member of the Audit Committee.

A copy of the related press release is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits:

99.1 Press release dated July 31, 2009

---