Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

As previously announced, on November 6, 2012, Fifth Third Bancorp ("Fifth Third") entered into an accelerated share repurchase transaction with Credit Suisse International ("Credit Suisse") pursuant to which Fifth Third would purchase approximately $125 million of its outstanding common stock. Fifth Third is repurchasing the shares of its common stock as part of its previously announced 100 million share repurchase program, which had approximately 77 million shares remaining as of November 6, 2012.

On February 7, 2013, Fifth Third was notified by Credit Suisse that effective Thursday, February 7, 2013, they had finished purchasing shares under the November 6th agreement. A total of 7,710,761 shares were repurchased upon execution of the agreement, and an additional 657,914 were repurchased upon completion of the agreement. The additional shares are expected to settle on February 12, 2013. In total, 8,368,675 shares were repurchased under the November 6, 2012 transaction, at an average price of $14.9367.

Fifth Third currently has active contracts for share repurchases of 13,220,438 million shares that were entered into on December 14, 2012 and January 28, 2013. Fifth Third has 55 million shares of remaining repurchase authority under its previously announced share repurchase program, after giving effect to shares already delivered under the active share repurchase contracts.

Credit Suisse and certain of its affiliates have performed, and in the future may perform, various financial advisory and other services for Fifth Third and Fifth Third's affiliates for which they have received, and may in the future receive, customary fees and expenses.

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