FIFTH THIRD BANCORP — Director's Dealing 2007

Apr 11, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2007-04-09

Reporting Person: Marshall Christopher G (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-04-09	Common Stock	A	7839	—	Acquired	26707	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-04-09	Stock Appreciation Right	$38.27	A	80000	Acquired	2017-04-09	Common Stock (80000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	137.5563	Indirect

Footnotes

F1: Restricted stock granted pursuant to Fifth Third Bancorp Incentive Compensation Plan subject to vesting in three equal annual installments upon the achievement of performance measures.

F2: Issued pursuant to Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.

F3: Indicates grant date. Stock appreciation rights are exercisable as follows: 25% one year from grant date, 50% two years from grant date, 75% three years from grant date, and 100% four years from grant date.

F4: Includes total number of Stock Appreciation Rights previously reported.