0000035527-14-000123.txt : 20141229 0000035527-14-000123.hdr.sgml : 20141225 20141229090843 ACCESSION NUMBER: 0000035527-14-000123 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141215 FILED AS OF DATE: 20141229 DATE AS OF CHANGE: 20141229 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 MAIL ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ STREET 2: FIFTH THIRD CENTER CITY: CINCINNATI STATE: OH ZIP: 45263 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McHugh Philip CENTRAL INDEX KEY: 0001628845 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33653 FILM NUMBER: 141310853 MAIL ADDRESS: STREET 1: 38 FOUNTAIN SQUARE PLAZA STREET 2: MD 10AT76 CITY: CINCINNATI STATE: OH ZIP: 45263 3 1 edgar.xml PRIMARY DOCUMENT X0206 3 2014-12-15 0 0000035527 FIFTH THIRD BANCORP FITB 0001628845 McHugh Philip 38 FOUNTAIN SQUARE PLAZA MD 10AT76 CINCINNATI OH 45263 0 1 0 0 Executive Vice President Common Stock 78077 D Common Stock 443 I by Son Common Stock 507 I by Daughter Common Stock 497 I by Daughter Common Stock 28179 I by 401(k) Plan Phantom Stock Common Stock 13191 D Stock Appreciation Right 42.90 2005-04-08 2015-04-08 Common Stock 17308 D Stock Appreciation Right 39.36 2006-04-07 2016-04-07 Common Stock 20738 D Stock Appreciation Right 38.27 2007-04-09 2017-04-09 Common Stock 23333 D Stock Appreciation Right 19.26 2008-04-15 2018-04-15 Common Stock 19231 D Stock Appreciation Right 3.96 2009-04-21 2019-04-21 Common Stock 28125 D Stock Appreciation Right 14.80 2010-04-20 2020-04-20 Common Stock 26538 D Stock Appreciation Right 13.36 2011-04-19 2021-04-19 Common Stock 33333 D Stock Appreciation Right 14.36 2012-04-17 2022-04-17 Common Stock 44326 D Stock Appreciation Right 16.15 2013-04-16 2023-04-16 Common Stock 41118 D Stock Appreciation Right 21.63 2014-04-15 2024-04-15 Common Stock 17228 D Includes 14,368 shares of restricted stock subject to vesting granted pursuant to the Fifth Third Bancorp Incentive Compensation Plan. Acquired pursuant to The Fifth Third Bancorp Non Qualified Deferred Compensation Plan. The units are to be settled in Fifth Third Bancorp common stock on a 1-for-1 basis after termination of employment. H. Samuel Lind, as Attorney-in-Fact for Philip McHugh 2014-12-29 EX-24 2 attach_1.htm PM POA

POWER OF ATTORNEY





 Know all by these presents, that the undersigned hereby constitutes and appoints James R. Hubbard and H. Samuel Lind, or either of them, 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 16th day of December, 2014.





       /s/PHILIP MCHUGH

       Philip McHugh