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: Tuuk Mary E (EVP & Chief Risk Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-12-21	Common Stock	A	5602	—	Acquired	25328	Direct
2009-12-21	Common Stock	F	1796	$10.18	Disposed	23532	Direct
2009-12-21	Common Stock	A	2801	—	Acquired	26333	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3013.7318	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.