FIFTH THIRD BANCORP — Capital/Financing Update 2011

Jan 24, 2011

424B5 1 d424b5.htm FINAL PROSPECTUS SUPPLEMENT Final Prospectus Supplement

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-165689

| Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering
Price | Amount of Registration Fee (1) |
| --- | --- | --- | --- | --- |
| Shares of Common Stock, no par value per share | 133,571,429 | $14.00 | $1,870,000,006.00 | $217,107.00 (2) |

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.

(2) $197,370 previously paid. The additional $19,737 paid herewith relates to 12,142,857 shares of common stock being sold upon exercise in full by the underwriters of the over-allotment option described in the January 20, 2011 Prospectus Supplement. Such 12,142,857 share are being sold pursuant to a forward sale agreement as described in such Prospectus Supplement.