FIFTH THIRD BANCORP — Director's Dealing 2012

Mar 29, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2012-03-20

Reporting Person: Alonso Steven (Executive Vice President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	48733	Direct
Common Stock	5500	Indirect
Common Stock	3742.6548	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (9800.85)		Direct
Stock Appreciation Right	$3.96	2019-04-21	Common Stock (27002)		Direct
Stock Appreciation Right	$9.82	2019-12-18	Common Stock (58504)		Direct
Stock Appreciation Right	$13.36	2021-04-19	Common Stock (61905)		Direct

Footnotes

F1: Includes 44,933 shares of restricted stock granted to the reporting person.

F2: The phantom stock units represent a portion of the reporting person's salary, net of withholdings and deductions, and were issued under the Fifth Third Bancorp Incentive Compensation Plan. For more information, please see the Current Report on Form 8-K filed by Fifth Third Bancorp on September 25, 2009.

F3: Phantom stock units will be settled in cash in two equal installments on June 15, 2012 and June 15, 2013 or on the earlier death of the reporting person.

F4: Each phantom stock unit is the economic equivalent of one share of Fifth Third Bancorp common stock.

F5: Indicates grant date. Stock appreciation rights are exercisable as follows: 25% two years from grant date, 50% on December 31, 2011, 75% three years from grant date, and 100% four years from grant date.

F6: Indicates grant date. Stock appreciation rights are exercisable as follows: 100% four years from grant date.

F7: Indicates grant date. Stock appreciation rights are exercisable as follows: 25% one year from grant date, 50% two year from grant date, 75% three years from grant date, and 100% four years from grant date.