FIFTH THIRD BANCORP — Director's Dealing 2011

Jun 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2011-06-15

Reporting Person: Lee Bruce K (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-15	Common Stock	M	31147.587	—	Acquired	93119.587	Direct
2011-06-15	Common Stock	D	31147.587	$12.32	Disposed	61972	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-06-15	Phantom Stock Units	$	M	31147.587	Disposed	2011-06-15	Common Stock (31147.587)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	767.4538	Indirect
Common Stock	14659	Indirect
Common Stock	1861	Indirect
Common Stock	472	Indirect
Common Stock	400	Indirect

Footnotes

F1: Each phantom stock unit is the economic equivalent of one share of Fifth Third Bancorp common stock. The reporting person settled his phantom stock units for cash.

F2: A revocable Trust of which the reporting person is the grantor.

F3: An irrevocable trust of which the reporting person's minor children are beneficiaries.