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 December 14, 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 $100 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.

On February 25, 2013, Fifth Third was notified by Credit Suisse that effective Friday, February 22, 2013, they had finished purchasing shares under the December 14th agreement. A total of 6,267,410 shares were repurchased upon execution of the agreement, and an additional 127,760 were repurchased upon completion of the agreement. The additional shares are expected to settle on February 27, 2013. In total, 6,395,170 shares were repurchased under the December 14, 2012 transaction, at an average price of $15.6368.

Fifth Third currently has one active contract for $125 million that was entered into on 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 contract.

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.

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

Item 8.01 Other Events.

On February 25, 2013, Fifth Third Bank updated and amended its existing global bank note program. The amended global bank note program increases Fifth Third Bank's capacity to issue its senior and subordinated unsecured bank notes from $20 billion to $25 billion.

On February 25, 2013, Fifth Third Bank offered for sale, under its amended bank notes program, $1.3 billion in aggregate principal amount of bank notes. Specifically, Fifth Third Bank offered: $600 million of 1.45% senior fixed rate notes, with a maturity of five years due February 28, 2018; $400 million of .90% senior fixed rate notes with a maturity of three years, due February 26, 2016; and $300 million of senior floating rate notes. Interest on the floating rate notes is 3-month USD LIBOR plus 41 basis points, with a maturity of three years, due on February 26, 2016. These bank notes will be redeemable by Fifth Third Bank, in whole or in part, on or after the date that is 30 days prior to the maturity date at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest through the redemption date. The settlement date for the sale of the notes is expected to be on or about February 28, 2013.

Upon the issuance of these notes, the cumulative balance of all outstanding bank notes under the program will be approximately $2.3 billion.

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