FIFTH THIRD BANCORP — Director's Dealing 2008

Jul 3, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2008-07-01

Reporting Person: Phillips Nancy R (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-07-01	Common Stock	A	14138	—	Acquired	14138	Direct

Footnotes

F1: Restricted stock granted pursuant to Fifth Third Bancorp Incentive Compensation Plan subject to vesting on July 1, 2012.

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