FIFTH THIRD BANCORP — Director's Dealing 2012

May 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2012-04-30

Reporting Person: LIVINGSTON MITCHEL D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-30	Common Stock	A	5271	—	Acquired	38223	Direct

Footnotes

F1: Restricted stock granted pursuant to Fifth Third Bancorp Incentive Compensation Plan subject to vesting on April 30, 2016.

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