FIFTH THIRD BANCORP — Director's Dealing 2011

Feb 7, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2011-02-03

Reporting Person: Tanner Teresa J. (EVP and Chief HR Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-03	Common Stock	A	4464	—	Acquired	14746	Direct
2011-02-03	Common Stock	F	1619	$15.40	Disposed	13127	Direct
2011-02-03	Common Stock	A	2232	—	Acquired	15359	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2317.7771	Indirect

Footnotes

F1: Restricted stock granted pursuant to Fifth Third Bancorp Incentive Compensation Plan, which grant immediately vested in full on February 3, 2011. The restricted stock cannot be sold until the third anniversary of the grant date.

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

F3: Shares withheld for taxes upon the immediate vesting in full of the 4,464 shares of restricted stock granted to the reporting person on February 3, 2011.

F4: 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. In addition, the restricted stock cannot be sold until the third anniversary of the grant date.