FIFTH THIRD BANCORP — Director's Dealing 2004

Aug 13, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2004-08-11

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-08-11	Contract	$	J	1	Acquired		Common Stock (240000)	Indirect

Footnotes

F1: On August 11, 2004 (the "Trade Date"), the reporting person, through a family limited partnership (the "FLP") of which he and his spouse are the only partners, entered into a variable prepaid forward contract ("VPF Agreement") with an unrelated third party (the "Buyer") relating to 240,000 shares of Common Stock (the "Base Amount"). Under the VPF Agreement, the FLP has agreed to sell the shares in accordance with footnotes 2 and 3 below. The transaction will be settled in one tranche on August 13, 2007. The FLP will receive a prepayment from the Buyer in the amount of $9,222,936 within 3 business days of the Trade Date. Such proceeds are to be used for tax planning, charitable contribution, and estate planning purposes.

F2: On each settlement date, the FLP, 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 FLP may elect cash settlement. The Settlement Ratio is determined as outlined in footnote 3 below.

F3: 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 $62.1418 and a Hedged Value of $47.8014.

F4: A family limited partnership of which the reporting person and his spouse are the only partners.