FIFTH THIRD BANCORP — Director's Dealing 2010

Dec 6, 2010

SEC Form 4/A — Form 4/A

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2010-04-30

Reporting Person: TRAYLOR THOMAS W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-30	Common Stock	A	0	—	Acquired	19074	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	127459	Indirect
Common Stock	127459	Indirect

Footnotes

F1: Restricted stock granted pursuant to Fifth Third Bancorp 2008 Incentive Compensation Plan subject to vesting on April 30, 2014.

F2: The reporting person did not receive a grant of 18,293 shares of restricted stock on April 30, 2010 as erroneously reported on May 4, 2010.

F3: Granted pursuant to the Fifth Third Bancorp 2008 Incentive Compensation Plan. No consideration paid.