FIFTH THIRD BANCORP — Director's Dealing 2004

Sep 3, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2004-09-01

Reporting Person: KING ROBERT J JR (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-08-24	Common Stock	G	155505	—	Disposed	0	Direct
2004-08-24	Common Stock	G	155505	—	Acquired	155505	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-09-01	Contract	$	J	1	Acquired		Common Stock (120000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8775	Indirect
Common Stock	12375	Indirect

Footnotes

F1: Transfer of shares to a trust of which the reporting person is the trustee.

F2: This transaction is a gift in which the transaction price is not required to be reported.

F3: Trust of which the reporting person is the trustee.

F4: On September 1, 2004 (the "Trade Date"), the reporting person, through a trust (the "Trust") of which he is the trustee, entered into a variable prepaid forward contract ("VPF Agreement") with an unrelated third party (the "Buyer") relating to 120,000 shares of Common Stock (the "Base Amount"). Under the VPF Agreement, the Trust has agreed to sell the shares in accordance with footnotes 5 and 6 below. The transaction will be settled on September 4, 2007. The LP will receive a prepayment from the Buyer in the amount of $4,727,136 within 3 business days of the Trade Date. Such proceeds are to be used for tax and estate planning purposes.

F5: On the settlement date, the Trust, unless it has elected cash settlement as described in the following sentence, will deliver to an affiliate of Buyer a number of shares of Common Stock equal to the product of (A) the Base Amount and (B) the Settlement Ratio, rounded down to the nearest whole number, and cash in an amount equal to the value of any fractional share not delivered as a result of such rounding. In lieu of delivering shares, the Trust may elect cash settlement. The Settlement Ratio is determined as outlined in footnote 6 below.

F6: If the "Settlement Price" (a market-based price determined under the terms of the VPF Agreement) is less than the Upside Limit but greater than the Hedged Value, the Settlement Ratio shall be a ratio equal to the Hedged Value divided by the Settlement Price; (ii) if the Settlement Price is equal to or greater than the Upside Limit, the Settlement Ratio shall be a ratio equal to the sum of the Hedged Value divided by the Settlement Price and a fraction the numerator of which is equal to the difference between the Settlement Price and the Upside Limit and the denominator of which is equal to the Settlement Price, and (iii) if the Settlement Price is equal to or less the Hedged Value, the Settlement Ratio shall be one (1). This transaction has an Upside Limit of $63.6598 and a Hedged Value of $48.9691.