FIFTH THIRD BANCORP — Director's Dealing 2003

Jul 22, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2003-07-18

Reporting Person: SCHAEFER GEORGE A JR (Director, President & CEO)

Footnotes

F1: Pursuant to the Fifth Third Bancorp Stock Option Gain Deferral Plan, Mr. Schaefer elected to defer receipt of 153,581 shares of common stock issuable upon exercise of his option after withholding shares for payment of any applicable taxes. As a result, 153,581 shares of phantom stock have accrued to his Deferred Stock Unit Account under the Plan. Because these phantom stock units may only be settled by a one-for-one delivery of shares of common stock upon expiration of the deferral period, Mr. Schaefer is currently deemed to be the direct beneficial owner of these shares which are included in his aggegate beneficial ownership on Table I.

F2: The reporting person also indirectly owns 125,000 shares of Fifth Third Bancorp common stock through his Grantor Retained Annuity Trusts (GRATs); 125,000 shares of Fifth Third Bancorp common stock through GRATs of which the reporting person's spouse is beneficiary; and 47,458 shares of Fifth Third Bancorp common stock indirectly owned by reporting person's spouse.