Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

(d) On July 17, 2020, the Board of Directors of Fifth Third Bancorp appointed Linda W. Clement-Holmes as a Director. The Board of Directors also increased the size of the Board to fifteen Directors and appointed Ms. Clement-Holmes to fill the vacancy created by the increase. In addition, Ms. Clement-Holmes will serve on the Bancorp's Technology Committee. A copy of the related press release is attached as Exhibit 99.1 hereto.

Ms. Clement-Holmes will receive compensation as a Director under Fifth Third's Director Pay Program as disclosed in the Registrant's definitive Proxy Statement filed with the Securities and Exchange Commission on March 4, 2020.

Item 9.01 Financial Statements and Exhibits.




  Exhibit 99.1        Press release dated July 20, 2020 relating to the appointment
                    of Linda W. Clement-Holmes as a Director of Fifth Third Bancorp
                    and Fifth Third Bank, National Association

  Exhibit 104       Cover Page Interactive Data File (embedded within the Inline XBRL
                    document)

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