FIFTH THIRD BANCORP — Director's Dealing 2011

Dec 30, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2011-12-20

Reporting Person: TUZUN TAYFUN (SVP and Treasurer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8020	Direct
Common Stock	1022	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (1852)		Direct
Stock Appreciation Right	$19.26	2018-04-15	Common Stock (3923)		Direct
Stock Appreciation Right	$3.96	2019-04-21	Common Stock (6000)		Direct
Stock Appreciation Right	$14.80	2020-04-20	Common Stock (4615)		Direct
Stock Appreciation Right	$13.36	2021-04-19	Common Stock (5714)		Direct

Footnotes

F1: Acquired pursuant to The Fifth Third Bancorp Non Qualified Deferred Compensation Plan.

F2: The units are to be settled in cash for the value of Fifth Third Bancorp common stock on a 1-for-1 basis after termination of employment.

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.