FIFTH THIRD BANCORP — Director's Dealing 2013

Nov 8, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2013-10-31

Reporting Person: Leonard James C. (SVP & Treasurer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	44167.59	Direct
Common Stock	11151.1429	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (60.219)		Direct
Stock Appreciation Right	$54.40	2014-04-19	Common Stock (6250)		Direct
Stock Appreciation Right	$42.90	2015-04-08	Common Stock (9808)		Direct
Stock Appreciation Right	$37.58	2016-01-23	Common Stock (5000)		Direct
Stock Appreciation Right	$39.36	2016-04-07	Common Stock (11250)		Direct
Stock Appreciation Right	$38.27	2017-04-09	Common Stock (8333)		Direct
Stock Appreciation Right	$19.26	2018-04-15	Common Stock (13462)		Direct
Stock Appreciation Right	$3.96	2019-04-21	Common Stock (21000)		Direct
Stock Appreciation Right	$14.80	2020-04-20	Common Stock (9615)		Direct
Stock Appreciation Right	$13.36	2021-04-19	Common Stock (19048)		Direct
Stock Appreciation Right	$14.36	2022-04-17	Common Stock (23641)		Direct
Stock Appreciation Right	$16.15	2023-04-16	Common Stock (21930)		Direct

Footnotes

F1: Includes 16,212 shares of restricted stock subject to vesting granted pursuant to the Fifth Third Bancorp Incentive Compensation Plan.

F2: Acquired pursuant to The Fifth Third Bancorp Non Qualified Deferred Compensation Plan.

F3: The units are to be settled in Fifth Third Bancorp common stock on a 1-for1 basis after termination of employment.

F4: Indicates grant date. SARs are exercisable as follows: 25% one year from grant; 50% two years from grant; 75% three years from grant; and 100% four years from grant.