FIFTH THIRD BANCORP — Director's Dealing 2009

Feb 5, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2009-02-03

Reporting Person: SULLIVAN ROBERT A (SeniorExecutive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-03	Common Stock	D	11085	—	Disposed	76602	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	16300	Indirect
Common Stock	2393.3442	Indirect
Common Stock	50000	Indirect

Footnotes

F1: Restricted stock granted pursuant to Fifth Third Bancorp Incentive Compensation Plan which failed to vest according to its terms.

F2: A trust of which the reporting person is the grantor and trustee.