FIFTH THIRD BANCORP — Director's Dealing 2009

May 28, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2009-05-26

Reporting Person: KABAT KEVIN T (Director, Chairman, President & CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-05-26	Phantom Stock	$	I	30596.6112	Acquired		Common Stock (30596.6112)	Direct

Footnotes

F1: Acquired pursuant to The Fifth Third Bancorp Non Qualified Deferred Compensation Plan.

F2: The units of phantom stock are the economic equivalent of Fifth Third Bancorp common stock and are settled in cash after termination of employment.