SEC Form 4

FORM 4

[ ] Check this box if no longer
subject to Section 16. Form 4 or Form
5 obligations may continue.
See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Niehaus, Robert P.

(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/Day/Year

03/28/2003

5. If Amendment,
Date of Original
(Month/Day/Year)

04/01/2003

6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

Director 10% Owner

X Officer (give title below) Other (specify below)

Description Executive Vice President

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)

2.Transaction
Date
(Month/Day/Year)

2A. Deemed Execution Date, if any
(Month/Day/Year)

3. Transaction
Code
(Instr. 8)

4. Securities Acquired (A) or Disposed Of (D)
(Instr. 3, 4, and 5)

5. Amount of
    Securities
    Beneficially
    Owned Following
    Reported Transaction(s)

    (Instr. 3 and 4)

6. Owner-
    ship
    Form:
    Direct (D)
    or
    Indirect (I)

    (Instr. 4)

7. Nature of
     Indirect
     Beneficial
     Ownership

    (Instr. 4)

Code

Amount

A/D

Price

Common Stock

03/28/2003

J(1)(2)

75,000

128,861

Common Stock

03/28/2003

J(1)(2)

75,000

by Trusts(2)

Common Stock

03/28/2003

1,233

127,628

Common Stock

03/28/2003

J(3)

50,897

by FLP, LP(4)

Common Stock

73,427

by Spouse

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)

3A. Deemed Execution Date, if any

(Month/
Day/
Year)

4. Transaction Code
(Instr.8)

5. Number of Derivative
    Securities Acquired (A)
    or Disposed Of (D)

    (Instr. 3, 4 and 5)

6. Date Exercisable(DE) and
Expiration Date(ED)
(Month/Day/Year)

7. Title and Amount of
Underlying Securities
(Instr. 3 and 4)

8. Price
    of
    Derivative
    Security
    (Instr.5)

9. Number of
    Derivative
    Securities
    Beneficially
    Owned
    Following
    Reported
    Transaction(s)
    (Instr.4)

10. Owner-
ship
Form of
Deriv-
ative
Securities:
Direct (D)
or
Indirect (I)

(Instr.4)

11. Nature of
      Indirect
      Beneficial
      Ownership
      (Instr.4)

Code

Title

Amount or Number of Shares

Option to Purchase

$51.46

03/28/2003

70,000

03/28/2003(5)

03/28/2013

Common Stock

70,000

0(6)

844,703(7)

Explanation of Responses:

(1) The reporting person has established a series of Grantor Retained Annuity Trusts (GRATs) in connection with his tax and estate planning. On March 28, 2003, the reporting person contributed 75,000 shares directly to his GRATs.
(2) Transfer to various GRATs of which the reporting person is a beneficiary.
(3) Transfer of shares to Niehaus Investors Limited Partnership by adult children of the reporting person.
(4) Niehaus Investors Limited Partnership (a family limited partnership) of which the reporting person, his spouse and their three children are the only partners.
(5) Indicates grant date. Options are exercisable as follows: 25% one year from grant date; 50% two years from grant; 75% three years from grant and 100% four years from grant.
(6) Issued pursuant to Fifth Third Bancorp 1998 Long-Term Incentive Stock Plan. No consideration paid.
(7) Includes total number of unexercised option grants previously reported.

By:	Date:
/s/ Paul L. Reynolds,	04/08/2003
Attorney-in-Fact for Robert P. Niehaus
** Signature of Reporting Person	SEC 1474 (9-02)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

NIEHAUS ROBERT P 4