FIFTH THIRD BANCORP — Director's Dealing 2003

Jan 30, 2003

5 1 rrd4102.htm MORGAN (FORM 5) SEC Form 5

FORM 5 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). [ ] Form 3 Holdings Reported [X] Form 4 Transactions Reported UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: 3235-0362 Expires: January 31, 2005 Estimated average burden hours per response. . . . . 1.0

1. Name and Address of Reporting Person * Morgan, Robert B. (Last) (First) (Middle) 38 Fountain Square Plaza (Street) Cincinnati, OH 45263 (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol Fifth Third Bancorp FITB 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) 4. Statement for Month/Year 12/2002 5. If Amendment, Date of Original (Month/Year) 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below) Description 7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)
/ / $	57,592(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conver- sion or Exercise Price of Deri- vative Security	3. Transaction Date (Month/ Day/ Year)	4. Transaction Code (Instr.8)	5. Number of Derivative Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) A or D	6. Date Exercisable(DE) and Expiration Date(ED) (Month/Day/Year) DE / ED	7. Title and Amount of Underlying Securities (Instr. 3 and 4) Title / Amount or Number of Shares	8. Price of Derivative Security (Instr.5)	9. Number of Derivative Securities Beneficially Owned at End of Year Reported Transaction(s) (Instr.4)	10. Owner- ship Form of Deriv- ative Securities: Direct (D) or Indirect (I) (Instr.4)
Phantom Stock	1-for-1	(2)	A	10,130 A	(2) / (2)	Common Stock / 10,130	(3)	10,130	D

Explanation of Responses:

(1) Includes 157 shares acquired in 2002 under the Fifth Third Bancorp dividend reinvestment plan. (2) All phantom stock units were acquired under the Fifth Third Bancorp directors deferred compensation plan between January 1, 1999 and January 28, 2003 and are to be settled in cash upon the director's retirement. (3) All phantom stock units were acquired at the then current per share market value of Fifth Third Bancorp common stock as of the date the director was deemed to have deferred compensation under the plan.

By:	Date:
/s/ Paul L. Reynolds, Attorney-in-Fact	01/30/2003
** Signature of Reporting Person	SEC 2270 (09-02)
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