Fifth Third Bancorp (FITB)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

(e) As previously reported, on September 24, 2009, the Board of Directors of Fifth Third Bancorp amended the compensation of its senior executive officers in order to comply with the Interim Final Rule on TARP Standards for Compensation and Corporate Governance issued in June 2009 by the U.S. Department of the Treasury. The Board also approved salary adjustments for Kevin T. Kabat, Greg D. Carmichael, Robert A. Sullivan and Daniel T. Poston, with approved increases to be paid in the form of cash and phantom stock units. Mr. Poston’s and Mr. Carmichael’s salary adjustments reflected a combination of (a) compensation adjustments related to compliance with the TARP standards for compensation, and (b) additional job responsibilities recently assumed.

On December 15, 2009, the Board further adjusted the salaries of Mr. Poston and Mr. Carmichael in order to align their 2010 compensation with the additional job responsibilities they assumed. These changes will have an effective date of January 4, 2010. Daniel T. Poston’s $699,575 base salary will be increased to $950,000, with $513,147 paid in cash and $436,854 paid in phantom stock units on an annualized basis. Greg D. Carmichael’s $1,498,273 base salary will be increased to $1,622,500, with $817,371 paid in cash and $805,129 in phantom stock units on an annualized basis.

The phantom stock units will be issued under Fifth Third Bancorp’s 2008 Incentive Compensation Plan. The number of stock units will be determined each pay period by dividing the amount of salary to be paid in phantom stock units for that pay period, net of applicable withholdings and deductions, by the reported closing price on the NASDAQ® National Global Select Market (“NASDAQ”) for a share of Fifth Third common stock on the pay date for such pay period (or, if not a NASDAQ trading day, on the immediately preceding such trading day). The phantom stock units will not include any rights to receive dividends or dividend equivalents.

The phantom stock units will be settled in cash upon the earlier to occur of June 15, 2011 or the executive’s death. The amount to be paid on settlement of the phantom stock units will be equal to the reported closing price on the NASDAQ for a share of Fifth Third common stock on the settlement date (or, if not a NASDAQ trading day, on the immediately preceding such trading day).

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

On November 10, 2009, Fifth Third Bancorp will present at the Bank of America Merrill Lynch Banking and Financial Services Conference. A copy of this presentation is attached as Exhibit 99.1. The information in this Form 8-K and the Exhibit attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

On October 22, 2009, Fifth Third Bancorp issued a press release and its quarterly financial supplement announcing its earnings release for the third quarter of 2009. A copy of this press release and its quarterly financial supplement are attached as Exhibits 99.1 and 99.2, respectively. This information is furnished under both Item 2.02 Results of Operations and Financial Condition and Item 7.01 Regulation FD Disclosure. The information in this Form 8-K and Exhibits attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

On October 22, 2009, Fifth Third Bancorp issued a press release and its quarterly financial supplement announcing its earnings release for the third quarter of 2009. Copies of this press release and its quarterly financial supplement are attached as Exhibits 99.1 and 99.2, respectively. This information is furnished under both Item 2.02 Results of Operations and Financial Condition and Item 7.01 Regulation FD Disclosure. The information in this Form 8-K and Exhibits attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

For the benefit of its investors, Fifth Third Bancorp is furnishing information regarding its credit trends and certain information regarding its portfolio of loans and leases. Copies of these items are attached as Exhibits 99.3 and 99.4, respectively. The information in this Form 8-K and Exhibits attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

Exhibit 99.1 – Press release dated October 22, 2009

Exhibit 99.2 – Quarterly Financial Supplement

Exhibit 99.3 – Third Quarter 2009 Credit Trends

Exhibit 99.4 – Third Quarter 2009 Portfolio Loan and Lease Stratifications

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

(e) On September 24, 2009, the Board of Directors of Fifth Third Bancorp amended the compensation of its senior executive officers in order to comply with the Interim Final Rule on TARP Standards for Compensation and Corporate Governance issued in June 2009 by the U.S. Department of the Treasury. This rule imposes compensation restrictions on Fifth Third and other TARP participants. The restrictions prohibit the payment or accrual of bonuses (including equity-based incentive compensation) to the “senior executive officers” shown in Fifth Third’s proxy statement and its next 20 most highly compensated employees. The Rule also requires a partial forfeiture of some of the compensation Fifth Third provided prior to the Rule’s effective date of June 15, 2009.

The Committee also approved salary adjustments for Kevin T. Kabat, Greg D. Carmichael, Robert A. Sullivan and Daniel T. Poston, with approved increases to be paid in the form of cash and phantom stock units. These changes will be prorated to reflect an effective date of June 15, 2009. Kevin T. Kabat’s $900,000 base salary will now be $3,144,821, with $1,000,000 paid in cash and $2,144,821 paid in phantom stock units on an annualized basis. Robert A. Sullivan’s $565,594 base salary will be increased to $1,034,793, with $659,434 paid in cash and $375,359 in phantom stock units on an annualized basis. Daniel T. Poston’s $310,024 base salary will be increased to $699,575, with $387,934 paid in cash and $311,641 paid in phantom stock units on an annualized basis. Greg D. Carmichael’s $569,504 base salary will be increased to $1,498,273, with $755,258 paid in cash and $743,015 in phantom stock units on an annualized basis. Mr. Poston’s and Mr. Carmichael’s salary increases reflect a combination of (a) compensation adjustments related to compliance with the TARP standards for compensation, and (b) additional job responsibilities recently assumed.

The phantom stock units will be issued under our 2008 Incentive Compensation Plan. The number of stock units will be determined each pay period by dividing the amount of salary to be paid in phantom stock units for that pay period, net of applicable withholdings and deductions, by the reported closing price on the NASDAQ^® National Global Select Market (“NASDAQ”) for a share of Fifth Third common stock on the pay date for such pay period (or, if not a NASDAQ trading day, on the immediately preceding such trading day). The phantom stock units will not include any rights to receive dividends or dividend equivalents.

The phantom stock units will be settled in cash upon the earlier to occur of June 15, 2011 or the executive’s death. The amount to be paid on settlement of the phantom stock units will be equal to the reported closing price on the NASDAQ for a share of Fifth Third common stock on the settlement date (or, if not a NASDAQ trading day, on the immediately preceding such trading day).

A Form of Agreement Regarding Portion of Salary Payable in Phantom Stock Units which governs the payment of phantom stock units to these executives is attached hereto as Exhibit 10.1.

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

This amendment is being filed to remove an extraneous item header that appeared in the original filing.

On September 16, 2009, Fifth Third Bancorp will present at the Barclays Capital Global Financial Services Conference. A copy of this presentation is attached as Exhibit 99.1.

Fifth Third today filed a presentation being given at an investment banking conference. In its presentation, Fifth Third is providing a current update of its expectations for third quarter credit performance, which include the results of the Shared National Credit (SNC) examination recently conducted by supervisory authorities for regulated institutions.

Fifth Third currently expects total net charge-offs in the third quarter to be approximately $775 million, compared with $626 million in the second quarter. Fifth Third currently expects net charge-offs to include approximately $110 million in net charge-offs related to SNC credits compared with $17 million in the second quarter. Fifth Third currently expects commercial loan net charge-offs to be approximately $500-525 million and consumer loan net charge-offs to be approximately $250-260 million in the third quarter. Fifth Third currently expects nonperforming assets in the loan portfolio to increase approximately 20% from $2.8 billion at the end of the second quarter to approximately $3.4 billion at the end of the third quarter, with approximately $150 million of the growth related to SNC credits.

Fifth Third currently expects SNC-related charge-offs in the fourth quarter of 2009 to be significantly below those it expects in the third quarter.

Operating trends for the third quarter are expected to be broadly in line with trends previously expected and communicated at the time of our second quarter 2009 earnings announcement on July 23, 2009.

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

On September 16, 2009, Fifth Third Bancorp will present at the Barclays Capital Global Financial Services Conference. A copy of this presentation is attached as Exhibit 99.1.

Fifth Third today filed a presentation being given at an investment banking conference. In its presentation, Fifth Third is providing a current update of its expectations for third quarter credit performance, which include the results of the Shared National Credit (SNC) examination recently conducted by supervisory authorities for regulated institutions.

Fifth Third currently expects total net charge-offs in the third quarter to be approximately $775 million, compared with $626 million in the second quarter. Fifth Third currently expects net charge-offs to include approximately $110 million in net charge-offs related to SNC credits compared with $17 million in the second quarter. Fifth Third currently expects commercial loan net charge-offs to be approximately $500-525 million and consumer loan net charge-offs to be approximately $250-260 million in the third quarter. Fifth Third currently expects nonperforming assets in the loan portfolio to increase approximately 20% from $2.8 billion at the end of the second quarter to approximately $3.4 billion at the end of the third quarter, with approximately $150 million of the growth related to SNC credits.

Fifth Third currently expects SNC-related charge-offs in the fourth quarter of 2009 to be significantly below those it expects in the third quarter.

Operating trends for the third quarter are expected to be broadly in line with trends previously expected and communicated at the time of our second quarter 2009 earnings announcement on July 23, 2009.

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

On August 12, 2009, Fifth Third Bancorp will present its August Investor Update. A copy of this presentation is attached as Exhibit 99.1. The information in this Form 8-K and the Exhibit attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

(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.

(c) Exhibits:

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

On July 23, 2009, Fifth Third Bancorp issued a press release and its quarterly financial supplement announcing its earnings release for the second quarter of 2009. A copy of this press release and its quarterly financial supplement are attached as Exhibits 99.1 and 99.2, respectively. This information is furnished under both Item 2.02 Results of Operations and Financial Condition and Item 7.01 Regulation FD Disclosure. The information in this Form 8-K and Exhibits attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

(b) As part of the transaction described in Item 8.01 below, Charles Drucker resigned as the Executive Vice President of Fifth Third Bancorp (“Fifth Third”) on June 30, 2009 and assumed the role of President and Chief Executive Officer of Fifth Third Processing Solutions, LLC (“FTPS LLC”).

A copy of the press release announcing the matters discussed below in Item 8.01 is attached hereto as Exhibit 99.1 and is incorporated herein. The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

As previously announced, Fifth Third and Advent International (“Advent”) entered into a master investment agreement pursuant to which Advent would purchase a majority interest in Fifth Third’s processing business. On June 30, 2009, the parties amended the master investment agreement to finalize the closing terms (as amended, the “Investment Agreement”) and consummated the sale transaction.

As part of the transaction, Fifth Third’s Ohio bank contributed assets to FTPS LLC, a wholly owned subsidiary of a limited liability company (“Holdco”) in which a company owned by Advent (“Buyer”) purchased an approximate 51% interest for approximately $560 million (including a similar percentage interest in another subsidiary of Fifth Third that holds foreign assets of the business). Fifth Third retained the remaining approximate 49% interest in Holdco and also received warrants to purchase additional interests in Holdco of up to approximately 10% of the equity of the new company on a fully-diluted basis that are exercisable in certain circumstances. [Additionally, an approximate .1% interest in Holdco was acquired by the CEO of FTPS LLC. ]

FTPS LLC also entered into an Amendment and Restatement Agreement and Reaffirmation and assumed an amended Loan Agreement and several term notes, which are secured by the assets of FTPS LLC, and are payable to Fifth Third’s Michigan Bank and other subsidiaries of Fifth Third in an aggregate amount of $1.25 billion. Fifth Third’s Michigan bank is also providing FTPS LLC with a $125 million revolving credit facility.

Under the terms of the amended and restated limited liability company agreement of Holdco (the “Operating Agreement”), Advent will name 5 Holdco directors and Fifth Third will name 4 Holdco directors. Each party also has limited pre-emptive rights and is

restricted from selling its interests in certain circumstances. Also, under the Operating Agreement, Advent has the right to require Fifth Third to purchase its interests in Holdco upon the occurrence of certain events.

Holdco and its members also entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which, among other things, Fifth Third has the right beginning three years from today to cause Holdco (or a successor entity formed for such purpose) to register its securities in a public offering.

The foregoing descriptions of the Investment Agreement, the Warrant Agreement, the Amendment and Restatement Agreement and Reaffirmation, the Loan Agreement, the Registration Rights Agreement and the Amended and Restated Limited Liability Company Agreement, are qualified in their entirety by reference to the full text of those documents, copies of which are filed as exhibits hereto and are fully incorporated herein by reference.

Fifth Third will furnish supplementally a copy of any omitted schedule to the Commission upon request

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

On June 18, 2009, Fifth Third Bancorp (“Fifth Third” or the “Company”) announced the results of its offer (the “Exchange Offer”) to exchange 2,158.8272 shares of the Company’s common stock, no par value and $8,250 in cash, for each set of 250 validly tendered and accepted depositary shares (the “Depositary Shares”) (shares were required to be tendered in integral multiples of 250), each representing a  ¹/250 ^th ownership interest in a share of 8.5% Non-Cumulative Perpetual Convertible Preferred Stock, Series G, no par value, $25,000 liquidation preference per share (the “Series G Preferred Stock”), on the terms and subject to the conditions described in the Offer to Exchange, dated May 20, 2009 (the “Offer to Exchange”), and in the related Letter of Transmittal, which, as amended or supplemented from time to time, together constituted the Exchange Offer.

On June 22, 2009, the Company completed the settlement of the Exchange Offer. The Company issued 60,121,124 shares of common stock and paid $229,754,622 in cash in exchange for 6,962,250 Depositary Shares. Overall, $696,225,000 million liquidation amount of the Company’s Depositary Shares were validly tendered, not withdrawn and exchanged upon the terms and subject to the conditions set forth in the Offer to Exchange and the related Letter of Transmittal, which represents 62.86% of the aggregate liquidation amount of its Depositary Shares. An aggregate of 6,962,250 Depositary Shares representing 27,849 shares of Series G Preferred Stock were retired upon receipt. After settlement of the exchange offer, 4,112,750 Depositary Shares representing 16,451 shares of Series G Preferred Stock will remain outstanding.

The issuance of common stock to the holders of Depositary Shares in exchange for their Depositary Shares was made by the Company pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 3(a)(9) of such Act on the basis that the exchange offer constituted an exchange with existing holders of Fifth Third’s securities and no commission or other remuneration was paid or given directly or indirectly to any party for soliciting such exchange.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

On May 7, 2009, Fifth Third Bancorp issued a press release announcing the results of its Supervisory Capital Assessment by the Federal Reserve Bank. The assessment indicated that, under its more adverse scenario, Fifth Third would need additional Tier 1 common equity in the amount of $1.1 billion, after accounting for a $1.6 billion incremental benefit to Tier 1 common equity that may be provided by Fifth Third’s previously announced sale of a majority interest in its processing business to Advent International which is expected to close in the second quarter of 2009. Fifth Third also made available on its website a presentation related to this announcement.

The foregoing descriptions of the press release and the presentation are qualified in their entirety by reference to the full text of those documents, copies of which are filed as exhibits hereto and are fully incorporated herein by reference.

The information in this Item 7.01 of this Form 8-K and the Exhibits attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

On May 7, 2009, Fifth Third Bancorp issued a press release announcing the results of its Supervisory Capital Assessment by the Federal Reserve Bank. The assessment indicated that, under its more adverse scenario, Fifth Third would need additional Tier 1 common equity in the amount of $1.1 billion, after accounting for a $1.6 billion incremental benefit to Tier 1 common equity that may be provided by Fifth Third’s previously announced sale of a majority interest in its processing business to Advent International which is expected to close in the second quarter of 2009.

(c) Exhibits:

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

On April 23, 2009, Fifth Third Bancorp issued a press release and its quarterly financial supplement announcing its earnings release for the first quarter of 2009. A copy of this press release and its quarterly financial supplement are attached as Exhibits 99.1 and 99.2, respectively. This information is furnished under both Item 2.02 Results of Operations and Financial Condition and Item 7.01 Regulation FD Disclosure. The information in this Form 8-K and Exhibits attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

On April 23, 2009, Fifth Third Bancorp issued a press release and its quarterly financial supplement announcing its earnings release for the first quarter of 2009. Copies of this press release and its quarterly financial supplement are attached as Exhibits 99.1 and 99.2, respectively. This information is furnished under both Item 2.02 Results of Operations and Financial Condition and Item 7.01 Regulation FD Disclosure. The information in this Form 8-K and Exhibits attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

For the benefit of its investors, Fifth Third Bancorp is furnishing information regarding its trends and certain information regarding its portfolio of loans and leases. Copies of these items are attached as Exhibits 99.3 and 99.4, respectively. The information in this Form 8-K and Exhibits attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

Exhibit 99.1 – Press release dated April 23, 2009

Exhibit 99.2 – Quarterly Financial Supplement

Exhibit 99.3 – First Quarter 2009 Trends

Exhibit 99.4 – First Quarter 2009 Portfolio Loan and Lease Stratifications