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: Lee Bruce K (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-03	Common Stock	D	7918	—	Disposed	10986	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1995.8831	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 which failed to vest according to its terms.

F2: A revocable Trust of which the reporting person is the grantor.

F3: An irrevocable Trust of which the reporting person's minor children are beneficiaries.