FIFTH THIRD BANCORP — Director's Dealing 2006

Jan 11, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2005-11-09

Reporting Person: HACKETT JAMES P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-11-09	Common Stock	X	1936	—	Acquired	7008	Direct
2005-11-09	Common Stock	D	1936	—	Disposed	5072	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-11-09	Phantom Stock	$	X	1936	Disposed		Common Stock (1936)	Direct

Footnotes

F1: As previously reported in a Current Report on Form 8-K filed with the SEC on November 10, 2005, on November 4, 2005 Fifth Third Bancorp amended its Old Kent Director's Deferred Compensation Plan to, among other things, conform with new Internal Revenue Code Section 409A. As permitted by those changes, the Reporting Person elected to receive a complete taxable payout of his balance in the Plan on November 9, 2005. This resulted in the disposition by the Reporting Person of phantom stock held under the plan in exchange for a cash payout.

F2: The units are to be settled in cash based on the value of Fifth Third Bancorp common stock on a 1-for-1 basis.