FIFTH THIRD BANCORP — Director's Dealing 2011

Apr 19, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2011-04-15

Reporting Person: POSTON DANIEL T (EVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-15	Common Stock	A	2527	—	Acquired	52355	Direct
2011-04-15	Common Stock	F	810	$13.89	Disposed	51545	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5483.8242	Indirect

Footnotes

F1: Shares issued pursuant to settlement of a performance share award granted on April 15, 2008 upon achievement of performance goals under the Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.

F2: Shares withheld for taxes upon the vesting of a performance share award previously granted to the reporting person.