FIFTH THIRD BANCORP — Director's Dealing 2012

Apr 19, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2012-04-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-17	Common Stock	A	13057	—	Acquired	81478	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-17	Stock Appreciation Right	$14.36	A	88652	Acquired	2022-04-17	Common Stock (88652)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	781.0976	Indirect
Common Stock	14659	Indirect
Common Stock	1861	Indirect
Common Stock	472	Indirect
Common Stock	400	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 the Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.

F3: 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.

F4: A revocable Trust of which the reporting person is the grantor.

F5: An irrevocable trust of which the reporting person's minor children are beneficiaries.