FIFTH THIRD BANCORP — Director's Dealing 2013

Feb 21, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2013-02-19

Reporting Person: CARMICHAEL GREG D (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-19	Common Stock	A	28195	—	Acquired	304231	Direct
2013-02-19	Common Stock	F	9508	$15.96	Disposed	294723	Direct
2013-02-19	Common Stock	A	14098	—	Acquired	308821	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7642.8427	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 19, 2013.

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.