FIFTH THIRD BANCORP — Director's Dealing 2009

Dec 23, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2009-12-21

Reporting Person: Phillips Nancy R (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-12-21	Common Stock	A	4666	—	Acquired	28804	Direct
2009-12-21	Common Stock	F	1496	$10.18	Disposed	27308	Direct
2009-12-21	Common Stock	A	2333	—	Acquired	29641	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2507.4499	Indirect

Footnotes

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

F2: Restricted stock granted pursuant to Fifth Third Bancorp Incentive Compensation Plan subject to vesting in three equal annual installments beginning on the first anniversary of the grant date.