Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On September 22, 2009, Fifth Third Bancorp issued a press release announcing that Daniel T. Poston, Executive Vice President and Controller of Fifth Third Bancorp, had been appointed as the Chief Financial Officer of Fifth Third and that Ross J. Kari, the former Chief Financial Officer, was leaving the company to take the position of Chief Financial Officer with Freddie Mac. Additionally, Fifth Third announced that Mark Hazel would assume the role of interim Controller. A copy of the above-referenced press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K.

The Section titled "EXECUTIVE OFFICERS OF THE BANCORP" of the Company's Annual Report on Form 10-K filed for the fiscal year ended December 31, 2008 is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 - Press release dated September 22, 2009.

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