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: Clossin Todd (EVP and CAO)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	49341	Direct
Common Stock	7280	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (1403)		Direct
Phantom Stock Units	$		Common Stock (16895)		Direct
Stock Appreciation Right	$54.40	2014-04-19	Common Stock (20000)		Direct
Stock Appreciation Right	$42.90	2015-04-08	Common Stock (34615)		Direct
Stock Appreciation Right	$37.58	2016-01-23	Common Stock (25000)		Direct
Stock Appreciation Right	$39.36	2016-04-07	Common Stock (53325)		Direct
Stock Appreciation Right	$38.27	2017-04-09	Common Stock (40000)		Direct
Stock Appreciation Right	$19.26	2018-04-15	Common Stock (46154)		Direct
Stock Appreciation Right	$3.96	2019-04-21	Common Stock (75000)		Direct
Stock Appreciation Right	$13.36	2021-04-19	Common Stock (47619)		Direct
Stock Option	$68.01	2012-04-22	Common Stock (10000)		Direct
Stock Option	$51.46	2013-03-28	Common Stock (25000)		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: 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.

F4: Phantom stock units will be settled in cash in two equal installments on June 15, 2012 and June 15, 2013 or on the earlier death of the reporting person.

F5: Each phantom stock unit is the economic equivalent of of one share of Fifth Third Bancorp common stock.

F6: 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.

F7: Indicates grant date. Options are exercisable as follows: 25% 6 months from grant date; 50% one year from grant; 75% two years from grant; and 100% three years from grant.

F8: Indicates grant date. Options are exercisable as follows: 25% one year from grant; 50% two years from grant; 75% three years from grant; and 100% four years from grant.