FIFTH THIRD BANCORP — Director's Dealing 2007

Aug 15, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2007-08-13

Reporting Person: SCHAEFER GEORGE A JR (Director, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-08-13	Common Stock	J	240000	$37.61	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-08-13	Contract	$	X	1	Disposed		Common Stock (240000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1011943.7089	Direct
Common Stock	83058	Indirect
Common Stock	17944	Indirect
Common Stock	17944	Indirect
Common Stock	2015.9016	Indirect

Footnotes

F1: This report on Form 4 relates to the settlement of a variable prepaid forward contract ("VPF Agreement") that the reporting person entered into on August 11, 2004 (the "Trade Date") through a family limited partnership (the "FLP") of which he and his spouse are the only general partners with an unrelated third party (the "Buyer") and with respect of which the reporting person filed a Form 4 with the SEC on August 13, 2004. The VPF Agreement related to 240,000 shares of Common Stock (the "Base Amount"). Under the VPF Agreement, the FLP agreed to sell the shares in accordance with footnotes 2 and 3 below. The FLP received a prepayment from the Buyer in the amount of $9,222,936 within 3 business days of the Trade Date. Such proceeds were to be used for tax planning, charitable contribution, and estate planning purposes. The transaction settled in one tranche on August 13, 2007. In settlement of the VPF Agreement, the FLP delivered to the Buyer 240,000 shares of Common Stock.

F2: On the settlement date, the FLP, unless it had elected cash settlement as described in the following sentence, would deliver to an affiliate of Buyer a number of shares of Common Stock equal to the product of (A) the Base Amount and (B) the Settlement Ratio, rounded down to the nearest whole number, and cash in an amount equal to the value of any fractional share not delivered as a result of such rounding. In lieu of delivering shares, the FLP could have elected cash settlement. The Settlement Ratio was determined as outlined in footnote 3 below.

F3: If the "Settlement Price" (a market-based price determined under the terms of the VPF Agreement) was less than the Upside Limit but greater than the Hedged Value, the Settlement Ratio would be a ratio equal to the Hedged Value divided by the Settlement Price; (ii) if the Settlement Price was equal to or greater than the Upside Limit, the Settlement Ratio would be a ratio equal to the sum of the Hedged Value divided by the Settlement Price and a fraction the numerator of which is equal to the difference between the Settlement Price and the Upside Limit and the denominator of which is equal to the Settlement Price, and (iii) if the Settlement Price was equal to or less the Hedged Value, the Settlement Ratio would be one (1). This Transaction had an Upside Limit of $62.1418 and a Hedged Value of $47.8014. Transaction Codes S and K also apply to the transaction reported herein.

F4: A family limited partnership of which the reporting person and his spouse are the only general partners.

F5: Various Grantor Retained Annuity Trusts of which reporting person is a beneficiary.

F6: Various Grantor Retained Annuity Trusts of which reporting person's spouse is a beneficiary.

F7: Transaction Code K also applies to the transaction reported herein.