FIFTH THIRD BANCORP — Director's Dealing 2011

Apr 21, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2011-04-19

Reporting Person: Tuuk Mary E (EVP & Chief Risk Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-19	Common Stock	A	12163	—	Acquired	60744	Direct
2011-04-20	Common Stock	D	11308	—	Disposed	49436	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-19	Stock Appreciation Right	$13.36	A	61905	Acquired	2021-04-19	Common Stock (61905)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3625.9874	Indirect

Footnotes

F1: Restricted stock granted pursuant to Fifth Third Bancorp Incentive Compensation Plan subject to vesting in three equal annual installments beginning on the first anniversary of the grant date.

F2: Granted pursuant to Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.

F3: Shares of restricted stock previously granted that are forefeited pursuant to the Interim Final Rule on TARP Standards for Compensation and Corporate Governance issued by the U.S. Department of the Treasury.

F4: 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.