FIFTH THIRD BANCORP — Director's Dealing 2009

May 4, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2009-04-30

Reporting Person: BARRETT JOHN F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-04-30	Common Stock	A	10000	—	Acquired	31987	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	46639	Indirect
Common Stock	984	Indirect

Footnotes

F1: Restricted stock granted pursuant to Fifth Third Bancorp 2008 Incentive Compensation Plan subject to vesting on April 30, 2013.

F2: Granted pursuant to the Fifth Third Bancorp 2008 Incentive Compensation Plan. No consideration paid.