FIFTH THIRD BANCORP — Director's Dealing 2014

Jan 29, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

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	65000	$9.82	Acquired	138106	Direct
2014-01-27	Common Stock	D	30209	$21.13	Disposed	107897	Direct
2014-01-27	Common Stock	F	11203	$21.13	Disposed	96694	Direct
2014-01-27	Common Stock	S	2719	$21.2949	Disposed	93975	Direct
2014-01-27	Common Stock	S	5639	$21.24	Disposed	88336	Direct
2014-01-27	Common Stock	S	3991	$21.23	Disposed	84345	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	M	65000	Disposed	2019-12-18	Common Stock (65000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5500	Indirect

Footnotes

F1: 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.

F2: Granted pursuant to the Fifth Third Bancorp 2008 Incentive Compensation Plan. No consideration paid.

F3: Includes total number of Stock Appreciation Rights previously reported.