FIFTH THIRD BANCORP — Director's Dealing 2007

Apr 4, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2007-04-02

Reporting Person: Wilkinson Carlos Winston (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-04-02	Common Stock	A	7874	—	Acquired	25740	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-04-02	Stock Appreciation Rights	$38.10	A	40000	Acquired	2017-04-02	Common Stock (40000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	322.6168	Indirect

Footnotes

F1: Restricted stock granted pursuant to Fifth Third Bancorp Incentive Compensation Plan subject to vesting on April 2, 2011.

F2: Issued pursuant to Fifth Third Bancorp stock option plan. No consideration paid.

F3: Includes total number of Stock Appreciation Rights previously reported.