FIFTH THIRD BANCORP — Director's Dealing 2008

May 29, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2008-05-27

Reporting Person: SULLIVAN ROBERT A (SeniorExecutive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-05-27	Common Stock	J	50000	$19.55	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-05-27	Contract	$	X	1	Disposed		Common Stock (50000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	87687	Direct
Common Stock	16300	Indirect
Common Stock	1364.7432	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 May 26, 2005 (the "Trade Date"), through a revocable trust (the "Trust") of which he is the grantor and trustee, with an unrelated third party (the "Buyer") relating to 50,000 shares of Common Stock and with respect to which the reporting person filed a Form 4 with the SEC on May 27, 2005. Under the VPF Agreement, the Trust agreed to sell the shares in accordance with footnotes 2 and 3 below. The Trust received a prepayment from the Buyer in the amount of $1,703,592 within 3 business days of the Trade Date. Such proceeds were used for tax planning and estate planning purposes. The transaction settled in one tranche on May 27, 2008. In settlement of the VPF Agreement, the Trust delivered to Buyer 50,000 shares of Common Stock.

F2: On the settlement date, the Trust, unless it had elected cash settlement as described in the following sentence, would deliver to Buyer a number of shares of Common Stock. In lieu of delivering shares, the Trust could have elected cash settlement. The number of shares to be delivered is determined as outlined in footnote 3 below.

F3: If the "Final Price" (a market-based price as determined under the terms of the VPF Agreement) was less than or equal to the Floor Price, the Trust would deliver 50,000 shares; if the Final Price was greater than the Floor Price but less than the Cap Price, the Trust would deliver that number of shares equal to 50,000 multiplied by (x) the Floor Price, divided by (y) the Final Price, and if the Final Price is greater than or equal to the Cap Price, the Trust would deliver that number of shares equal to 50,000 multiplied by (x) the sum of (i) the Floor Price (expressed as an amount) and (ii) the product of (a) one and (b) any amount by which the Final Price exceeds the Cap Price (expressed as an amount), divided by (y) the Final Price. This transaction had a Floor Price of $43.02 and a Cap Price of $55.926. Transaction Codes S and K also apply to the transaction reported.

F4: A revocable Trust of which the reporting person is the grantor and trustee.

F5: Transaction code K also applies to this transaction.