FIFTH THIRD BANCORP — Director's Dealing 2012

Feb 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2012-02-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-21	Common Stock	A	7266	—	Acquired	67299	Direct
2012-02-21	Common Stock	F	2511	$13.91	Disposed	64788	Direct
2012-02-21	Common Stock	A	3633	—	Acquired	68421	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.

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

F3: Shares withheld for taxes upon the vesting of restricted stock granted to the reporting person on February 21, 2012.

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.

F5: A revocable Trust of which the reporting person is the grantor.

F6: An irrevocable trust of which the reporting person's minor children are beneficiaries.