FIFTH THIRD BANCORP — Director's Dealing 2014

Apr 10, 2014

SEC Form 4/A — Form 4/A

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2014-01-27

Reporting Person: Alonso Steven (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-27	Common Stock	M	49183	$9.82	Acquired	122289	Direct
2014-01-27	Common Stock	D	22858	$21.13	Disposed	99431	Direct
2014-01-27	Common Stock	F	8515	$21.13	Disposed	90916	Direct
2014-01-27	Common Stock	S	2719	$21.2949	Disposed	88197	Direct
2014-01-27	Common Stock	S	5639	$21.24	Disposed	82558	Direct
2014-01-27	Common Stock	S	3991	$21.23	Disposed	78567	Direct
2014-01-27	Common Stock	I	3810	$21.2205	Disposed	121.5005	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-27	Stock Appreciation Rights	$9.82	D	15817	Disposed	2019-12-18	Common Stock (15817)	Direct
2014-01-27	Stock Appreciation Rights	$9.82	M	49183	Disposed	2019-12-18	Common Stock (49183)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5500	Indirect

Footnotes

F1: The reporting person's intial Form 4 filing did not include the forfeiture of Stock Appreciation Rights pursuant ot the Interim Final Rule on TARP Standards for Compensation and Corporate Governance issued by the U.S. Department of the Treasury. This amendment is being filed to report this forefeiture of Stock Appreciation Rights as well as to correct the resulting amount of Common Stock received, disposed to the Issuer and withheld for taxes after excercise of the reporting person's Stock Appreciation Rights.

F2: Stock Appreciation Rights previously granted that are forefeited pursuant to the Interim Final Rule on TARP Standards for Compensation and Corporate Governance issued by the U.S. Department of the Treasury.

F3: Indicates grant date. Stock appreciation rights are exercisable as follows: 25% one year from grant date, 50% two years from grant date, 75% three years from grant date, and 100% four years from grant date.

F4: Granted pursuant to the Fifth Third Bancorp 2008 Incentive Compensation Plan. No consideration paid.

F5: Includes total number of Stock Appreciation Rights previously reported.