FIFTH THIRD BANCORP — Director's Dealing 2010

Mar 9, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2010-03-05

Reporting Person: POSTON DANIEL T (EVP & CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-05	Phantom Stock Units	$	A	1273.025	Acquired		Common Stock (1273.025)	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 on the earlier to occur of June 15, 2011 or the reporting person's death.