FIFTH THIRD BANCORP — Director's Dealing 2008

May 6, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2008-04-30

Reporting Person: SCHAEFER GEORGE A JR (Director, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-04-30	Common Stock	A	1167	—	Acquired	1010205.3879	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	83604	Indirect
Common Stock	9478	Indirect
Common Stock	9478	Indirect
Common Stock	2146	Indirect

Footnotes

F1: Granted pursuant to the Fifth Third Bancorp 2008 Incentive Compensation Plan. No consideration paid.

F2: Granted pursuant to the Fifth Third Bancorp 2008 Incentive Compensation Plan as payment of a portion of the retainer for serving as a Fifth Third Bancorp Director.

F3: Various Grantor Retained Annuity Trusts of which reporting person is a beneficiary.

F4: Various Grantor Retained Annuity Trusts of which reporting person's spouse is a beneficiary.