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

(d) On October 16, 2009, the Board of Directors of Fifth Third Bancorp (the "Registrant") elected Emerson L. Brumback and Jewell D. Hoover as directors. Mr. Brumback is the retired president and chief operating officer and director of M&T Bank and the retired executive vice president and director of M&T Bank Corporation. Ms. Hoover is a principal of Hoover and Associates, LLC, a bank consulting company headquartered in Charlotte, North Carolina and is an affiliate director of Fifth Third Bank (North Carolina). The Board has not yet determined which committees that Mr. Brumback and Ms. Hoover are to be appointed.

The Board of Directors increased the size of the Board to thirteen directors and appointed Mr. Brumback and Ms. Hoover as directors to fill the vacancies created by the increase. Mr. Brumback and Ms. Hoover's compensation for service as a director will be consistent with that of the Registrant's other non-employee directors, as described in the Registrant's definitive proxy statement filed with the Securities and Exchange Commission on March 10, 2009 and the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008.

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

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 Press release dated October 16, 2009 relating to the appointments of Emerson L. Brumback and Jewell D. Hoover as directors of Fifth Third Bancorp.

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