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: POSTON DANIEL T (EVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-21	Common Stock	A	8008	—	Acquired	77859	Direct
2012-02-21	Common Stock	F	2567	$13.91	Disposed	75292	Direct
2012-02-21	Common Stock	A	4004	—	Acquired	79296	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5606.8781	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.