FIFTH THIRD BANCORP — Director's Dealing 2010

May 4, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: WILLIAMS MARSHA C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-30	Common Stock	A	18293	—	Acquired	28293	Direct

Footnotes

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

F2: Granted pursuant to the Fifth Third Bancorp 2008 Incentive Compensation Plan. No consideration paid.