FIFTH THIRD BANCORP — Director's Dealing 2009

Apr 23, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2009-04-21

Reporting Person: Lee Bruce K (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-04-21	Common Stock	A	15000	—	Acquired	25421	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-04-21	Stock Appreciation Right	$3.96	A	60000	Acquired	2019-04-21	Common Stock (60000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3768.2146	Indirect
Common Stock	14659	Indirect
Common Stock	1861	Indirect
Common Stock	472	Indirect
Common Stock	200	Indirect
Common Stock	200	Indirect

Footnotes

F1: 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.

F2: Issued pursuant to Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.

F3: A revocable Trust of which the reporting person is the grantor.

F4: An irrevocable Trust of which the reporting person's minor children are beneficiaries.

F5: Indicates grant date. Stock appreciation rights are exercisable as follows: 25% one year from grant date, 50% two years from grant date, 75% three years from grant date, and 100% four years from grant date.