0000035527-11-000143.txt : 20111230 0000035527-11-000143.hdr.sgml : 20111230 20111230134541 ACCESSION NUMBER: 0000035527-11-000143 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111220 FILED AS OF DATE: 20111230 DATE AS OF CHANGE: 20111230 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FIFTH THIRD BANCORP CENTRAL INDEX KEY: 0000035527 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 310854434 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ STREET 2: FIFTH THIRD CENTER CITY: CINCINNATI STATE: OH ZIP: 45263 BUSINESS PHONE: 5135795300 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Clossin Todd CENTRAL INDEX KEY: 0001537874 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33653 FILM NUMBER: 111288770 MAIL ADDRESS: STREET 1: 38 FOUNTAIN SQUARE PLAZA STREET 2: MD 10AT76 CITY: CINCINNATI STATE: OH ZIP: 45263 3 1 edgar.xml PRIMARY DOCUMENT X0204 3 2011-12-20 0 0000035527 FIFTH THIRD BANCORP FITB 0001537874 Clossin Todd 38 FOUNTAIN SQUARE PLAZA MD 10AT76 CINCINNATI OH 45263 0 1 0 0 EVP and CAO Common Stock 49341 D Common Stock 7280 I by 401(k) Phantom Stock Common Stock 1403 D Phantom Stock Units Common Stock 16895 D Stock Appreciation Right 54.40 2004-04-19 2014-04-19 Common Stock 20000 D Stock Appreciation Right 42.90 2005-04-08 2015-04-08 Common Stock 34615 D Stock Appreciation Right 37.58 2006-01-23 2016-01-23 Common Stock 25000 D Stock Appreciation Right 39.36 2006-04-07 2016-04-07 Common Stock 53325 D Stock Appreciation Right 38.27 2007-04-09 2017-04-09 Common Stock 40000 D Stock Appreciation Right 19.26 2008-04-15 2018-04-15 Common Stock 46154 D Stock Appreciation Right 3.96 2009-04-21 2019-04-21 Common Stock 75000 D Stock Appreciation Right 13.36 2011-04-19 2021-04-19 Common Stock 47619 D Stock Option 68.01 2002-04-22 2012-04-22 Common Stock 10000 D Stock Option 51.46 2003-03-28 2013-03-28 Common Stock 25000 D Acquired pursuant to The Fifth Third Bancorp Non Qualified Deferred Compensation Plan. The units are to be settled in cash for the value of Fifth Third Bancorp common stock on a 1-for-1 basis after termination of employment. The phantom stock units represent a portion of the reporting person's salary, net of withholdings and deductions, and were issued under the Fifth Third Bancorp 2008 Incentive Compensation Plan. For more information, please see the Current Report on Form 8-K filed by Fifth Third Bancorp on September 25, 2009. Phantom stock units will be settled in cash in two equal installments on June 15, 2012 and June 15, 2013 or on the earlier death of the reporting person. Each phantom stock unit is the economic equivalent of of one share of Fifth Third Bancorp common stock. 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. Indicates grant date. Options are exercisable as follows: 25% 6 months from grant date; 50% one year from grant; 75% two years from grant; and 100% three years from grant. Indicates grant date. Options are exercisable as follows: 25% one year from grant; 50% two years from grant; 75% three years from grant; and 100% four years from grant. Paul L. Reynolds, as Attorney-in-Fact for Todd Clossin 2011-12-30 EX-24 2 clossin-poa1.htm POA

POWER OF ATTORNEY





Know all by these presents, that the undersigned hereby constitutes and appoints

Paul L. Reynolds, the undersigned's true and lawful attorney-in-fact to:



(1) execute for and on behalf of the undersigned, in the undersigned's capacity

as a director or officer of Fifth Third Bancorp (the "Company"), Forms ID, 3, 4, and

5 or any Form designated by the Securities and Exchange Commission for reporting

equity ownership in the Company's stock in accordance with Section 16(a) of the

Securities Exchange Act of 1934 and the rules thereunder;



(2) do and perform any and all acts for and on behalf of the undersigned which

may be necessary or desirable to complete and execute any such Form and timely

file such form with the United States Securities and Exchange Commission and any

stock exchange or similar authority; and



(3) take any other action of any type whatsoever in connection with the

foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,

in the best interest of, or legally required by, the undersigned, it being

understood that the documents executed by such attorney-in-fact on behalf of the

undersigned pursuant to this Power of Attorney shall be in such form and shall

contain such terms and conditions as such attorney-in-fact may approve in such

attorney-in-fact's discretion.



The undersigned hereby grants to such attorney-in-fact full power and authority

to do and perform any and every act and thing whatsoever requisite, necessary,

or proper to be done in the exercise of any of the rights and powers herein

granted, as fully to all intents and purposes as the undersigned might or could

do if personally present, with full power of substitution or revocation, hereby

ratifying and confirming all that such attorney-in-fact, or such attorney-in-

fact's substitute or substitutes, shall lawfully do or cause to be done by

virtue of this power of attorney and the rights and powers herein granted.  The

undersigned acknowledges that the foregoing attorney-in-fact, in serving in such

capacity at the request of the undersigned, is not assuming, nor is the Company

assuming, any of the undersigned's responsibilities to comply with Section 16 of

the Securities Exchange Act of 1934.



This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file Forms with respect to the

undersigned's holdings of and transactions in securities issued by the Company,

unless earlier revoked by the undersigned in a signed writing delivered to the

foregoing attorney-in-fact.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be

executed as of this 20th day of December, 2011.





       /s/ Todd Clossin