FIFTH THIRD BANCORP — Director's Dealing 2010

Feb 17, 2010

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2010-02-08

Reporting Person: Hazel Mark D (SVP and Controller)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4617.1569	Direct
Common Stock	100	Indirect
Common Stock	8277.2511	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$50.03	2013-03-28	Common Stock (2000)		Direct
Stock Appreciation Rights	$54.40	2014-04-19	Common Stock (3000)		Direct
Stock Appreciation Rights	$42.90	2015-04-08	Common Stock (4038)		Direct
Stock Appreciation Rights	$39.36	2016-04-07	Common Stock (4894)		Direct
Stock Appreciation Rights	$38.27	2017-04-09	Common Stock (4333)		Direct
Stock Appreciation Rights	$19.26	2018-04-15	Common Stock (5769)		Direct
Stock Appreciation Rights	$3.96	2019-04-21	Common Stock (7000)		Direct

Footnotes

F1: Indicates grant date. 3,671 shares are fully vested and the remaining 1,223 shares will vest on 4/7/2010.

F2: Indicates grant date. 2,167 shares are fully vested and the remaining 2,166 shares will vest in two equal annual installments beginning 4/9/2010.

F3: Indicates grant date. 1,443 shares are fully vested and the remaining 4,326 shares will vest in three equal annual installments beginning 4/15/2010.

F4: Indicates grant date. These shares will vest in four equal annual installments beginning 4/21/2010.