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FIFTH THIRD BANCORP Director's Dealing 2010

Sep 21, 2010

30331_dirs_2010-09-21_6c9e1b78-66e0-4fb1-a87e-d3cf15cc938a.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2010-09-17

Reporting Person: KABAT KEVIN T (Director, President & CEO)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-09-17 Phantom Stock Units $ A 6478.712 Acquired Common Stock (6478.712) Direct

Footnotes

F1: The phantom stock units represent a portion of the reporting person's salary, net of withholdings and deductions, and were issued under the Fifth Third Bancorp 2008 Incentive Compensation Plan. For more information, please see the Current Report on Form 8-K filed by Fifth Third Bancorp on September 25, 2009.

F2: Each phantom stock unit is the economic equivalent of of one share of Fifth Third Bancorp common stock.

F3: Phantom stock units will be settled in cash in two equal installments on June 15, 2012 and June 15, 2013 or on the earlier death of the reporting person.