FIFTH THIRD BANCORP — Director's Dealing 2010

Apr 8, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2010-04-06

Reporting Person: Lee Bruce K (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-06	Common Stock	A	2350	—	Acquired	25299	Direct
2010-04-06	Common Stock	F	812	$13.56	Disposed	24487	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	511.9038	Indirect
Common Stock	14659	Indirect
Common Stock	1861	Indirect
Common Stock	472	Indirect
Common Stock	400	Indirect

Footnotes

F1: Shares issued pursuant to settlement of a performance share award granted on April 9, 2007 upon achievement of performance goals under the Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.

F2: Shares withheld for taxes upon the vesting of a performance share award previously granted to the reporting person.

F3: A revocable Trust of which the reporting person is the grantor.

F4: An irrevocable Trust of which the reporting person's minor children are beneficiaries.