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FIFTH THIRD BANCORP Director's Dealing 2014

Apr 22, 2014

30331_dirs_2014-04-22_5d4f40c1-100a-44b6-8558-9e2764c314b6.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2014-04-19

Reporting Person: Tanner Teresa J. (EVP and Chief HR Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-04-19 Common Stock A 16048 Acquired 75045.314 Direct
2014-04-19 Common Stock F 5288 $22.96 Disposed 69757.314 Direct
2014-04-19 Common Stock F 925 $20.95 Disposed 68832.314 Direct
2014-04-20 Common Stock F 579 $20.95 Disposed 68253.314 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 2679.1064 Indirect

Footnotes

F1: Shares issued pursuant to settlement of a performance share award granted on April 19, 2011 upon achievement of performance goals under the Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.

F2: Shares withheld for taxes upon the vesting of a performance share award previously granted to the reporting person.

F3: Shares withheld for taxes upon the vesting of restricted stock granted to the reporting person on April 19, 2011.

F4: Shares withheld for taxes upon the vesting of restricted stock granted to the reporting person on April 20, 2010.