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FIFTH THIRD BANCORP Director's Dealing 2008

Apr 11, 2008

30331_dirs_2008-04-11_902526f9-142b-4a75-af96-fa047fc79087.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: 2008-04-09

Reporting Person: Marshall Christopher G (EVP and CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2008-04-09 Common Stock D 2613 Disposed 35496 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-04-09 Phantom Stock $ A 2613 Acquired Common Stock (2613) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 477.5929 Indirect
Common Stock 1800 Indirect

Footnotes

F1: Upon the vesting of restricted stock granted to the reporting person on April 9, 2007, the reporting person deferred the receipt of 2,613 shares of common stock and received instead 2,613 shares of phantom stock pursuant to The Fifth Third Bancorp Non Qualified Deferred Compensation Plan. As a result, the reporting person is reporting the disposition of 2,613 shares of common stock in exchange for an equal number of shares of phantom stock.

F2: The units are to be settled in Fifth Third Bancorp common stock on a 1-for-1 basis after termination of employment.