X0202 4 2008-04-09 0000035527 FIFTH THIRD BANCORP FITB 0001364583 Marshall Christopher G 38 FOUNTAIN SQUARE PLAZA CINCINNATI OH 45263 0 1 0 0 EVP and CFO Common Stock 2008-04-09 4 D 0 2613 D 35496 D Common Stock 477.5929 I by 401(k) Common Stock 1800 I by 401(k) Phantom Stock 2008-04-09 4 A 0 2613 A Common Stock 2613 2819.3255 D Upon the vesting of restricted stock granted to the reporting person on April 9, 2007, the reporting person deferred the receipt of 2,613 shares of common stock and received instead 2,613 shares of phantom stock pursuant to The Fifth Third Bancorp Non Qualified Deferred Compensation Plan. As a result, the reporting person is reporting the disposition of 2,613 shares of common stock in exchange for an equal number of shares of phantom stock. The units are to be settled in Fifth Third Bancorp common stock on a 1-for-1 basis after termination of employment. Paul L. Reynolds, as Attorney-in-Fact for Christopher G. Marshall 2008-04-11