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FIFTH THIRD BANCORP Director's Dealing 2009

Dec 2, 2009

30331_dirs_2009-12-02_a4af340d-c9e4-4d14-a5fa-3acb7bc779c7.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: 2009-11-27

Reporting Person: Zink Terry E (Executive Vice President)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2009-11-27 Phantom Stock Units $ A 1722.076 Acquired Common Stock (1722.076) Direct

Footnotes

F1: The phantom stock units represent a portion of the reporting person's salary, net of withholdings and deductions, and were issued under the Fifth Third Bancorp 2008 Incentive Compensation Plan. For more information, please see the Current Report on Form 8-K filed by Fifth Third Bancorp on September 25, 2009.

F2: Each phantom stock unit is the economic equivalent of of one share of Fifth Third Bancorp common stock.

F3: Phantom stock units will be settled in cash on the earlier to occur of June 15, 2011 or the reporting person's death.