FIFTH THIRD BANCORP — Director's Dealing 2012

Apr 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2012-04-19

Reporting Person: Lee Bruce K (EVP & Chief Credit Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-19	Common Stock	F	2085	$13.73	Disposed	127859	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	785.5977	Indirect
Common Stock	14659	Indirect
Common Stock	1861	Indirect
Common Stock	472	Indirect
Common Stock	400	Indirect

Footnotes

F1: Shares withheld for taxes upon the vesting of restricted stock granted to the reporting person on April 19, 2011.

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.