FIFTH THIRD BANCORP — Director's Dealing 2008

Mar 26, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2008-03-24

Reporting Person: Lee Bruce K (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-03-24	Common Stock	A	7918	—	Acquired	19469	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	881.6103	Indirect
Common Stock	14659	Indirect
Common Stock	1861	Indirect
Common Stock	472	Indirect
Common Stock	200	Indirect
Common Stock	200	Indirect

Footnotes

F1: Restricted stock granted pursuant to Fifth Third Bancorp Incentive Compensation Plan subject to vesting in three equal annual installments upon the achievement of performance measures.

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

F3: A revocable Trust of which the reporting person is the grantor.

F4: An irrevocable Trust of which the reporting person's minor children are beneficiaries.