FIFTH THIRD BANCORP — Director's Dealing 2010

Apr 22, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2010-04-20

Reporting Person: Hazel Mark D (SVP and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-20	Common Stock	A	4223	—	Acquired	8840.1569	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-04-20	Stock Appreciation Right	$14.80	A	9615	Acquired	2020-04-20	Common Stock (9615)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8522.0338	Indirect
Common Stock	100	Indirect

Footnotes

F1: Restricted stock granted pursuant to Fifth Third Bancorp Incentive Compensation Plan subject to vesting in fouor equal annual installments beginning on the first anniversary of the grant date.

F2: Issued pursuant to Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.

F3: Indicates grant date. Stock appreciation rights are exercisable as follows: 25% one year from grant date, 50% two years from grant date, 75% three years from grant date, and 100% four years from grant date.