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FIFTH THIRD BANCORP Director's Dealing 2007

Jan 11, 2007

30331_dirs_2007-01-11_fd431817-e01a-4f00-bc5f-7a1a92fdeca3.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2007-01-09

Reporting Person: SCHAEFER GEORGE A JR (Director, President & CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2007-01-09 Common Stock J 15056 Disposed 17994 Indirect
2007-01-09 Common Stock J 15056 Acquired 906004.1805 Direct
2007-01-09 Common Stock J 15056 Disposed 17994 Indirect
2007-01-09 Common Stock J 15056 Acquired 83058 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1730.8565 Indirect
Common Stock 240000 Indirect

Footnotes

F1: The reporting person and his spouse have each established a series of Grantor Retained Annuity Trusts (GRATs) in connection with their tax and estate planning. On January 9, 2007 those GRATs transferred shares back to the reporting person and his spouse in an annuity payment.

F2: Transfer from various GRATs of which the Reporting person is a beneficiary.

F3: Transfer from various GRATs of which the Reporting person's spouse is a beneficiary.

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