X0303 4 2011-04-19 0000035527 FIFTH THIRD BANCORP FITB 0001247734 CARMICHAEL GREG D 38 FOUNTAIN SQUARE PLAZA CINCINNATI OH 45263 0 1 0 0 EVP & Chief Operating Officer Common Stock 2011-04-19 4 A 0 32747 A 148320 D Common Stock 2011-04-20 4 D 0 15112 0 D 133208 D Common Stock 7296.7909 I by 401(k) Stock Appreciation Right 13.36 2011-04-19 4 A 0 166667 A 2011-04-19 2021-04-19 Common Stock 166667 681426 D 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. Granted pursuant to Fifth Third Bancorp Incentive Compensation Plan. No consideration paid. Shares of restricted stock 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. 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. Paul L. Reynolds, as Attorney-in-Fact for Greg D. Carmichael 2011-04-21