Edgar Filing: FIFTH THIRD BANCORP

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SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

FIFTH THIRD BANCORP
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

FIFTH THIRD BANCORP
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(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):
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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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[ ] Fee paid previously with preliminary materials.

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(4) Date Filed: ............................................................

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[FIFTH THIRD BANCORP LOGO]
CINCINNATI, OHIO 45263

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

February 11, 2002

To the Shareholders of Fifth Third Bancorp:

You are cordially invited to attend the Annual Meeting of the Shareholders
of Fifth Third Bancorp to be held at The Aronoff Center for the Arts, Jarson-
Kaplan Theater, Main and 7th Streets, Cincinnati, Ohio on Tuesday, March 19,
2002 at 11:30 a.m. for the purposes of considering and acting upon the
following:

(1) Election of five (5) Class I Directors to serve until the Annual
Meeting of Shareholders in 2005.

(2) Approval of the appointment of the firm of Deloitte & Touche LLP to
serve as independent auditors for the Company for the year 2002.

(3) Transaction of such other business that may properly come before the
Meeting or any adjournment thereof.

Shareholders of record at the close of business on January 31, 2002 will be
entitled to vote at the Meeting.

All persons who find it convenient to do so are invited to attend the
meeting in person. In any event, please sign and return the enclosed proxy
with this notice at your earliest convenience. If you hold shares of Fifth
Third Bancorp common stock directly in your name, you may also vote over the
internet or by telephone. If internet or telephone voting is available to you,
voting instructions are printed on the proxy card sent to you.

By Order of the Board of Directors

/s/ Paul L. Reynolds
Paul L. Reynolds
Secretary

FIFTH THIRD BANCORP
38 Fountain Square Plaza
Cincinnati, Ohio 45263

PROXY STATEMENT

The Board of Directors of Fifth Third Bancorp (the "Company") is soliciting
proxies, the form of which is enclosed, for the Annual Meeting of Shareholders
to be held on March 19, 2002 (the "Meeting"). Each of the 583,071,672 shares of
Common Stock outstanding on January 31, 2002 is entitled to one vote on all
matters acted upon at the Meeting, and only Shareholders of record on the books
of the Company at the close of business on January 31, 2002 will be entitled to
vote at the Meeting, either in person or by proxy. The shares represented by
all properly executed proxies which are sent to the Company will be voted as
designated and each not designated will be voted affirmatively. Each person
giving a proxy may revoke it by giving notice to the Company in writing or in
open meeting at any time before it is voted.

The laws of Ohio under which the Company is incorporated provide that if
notice in writing is given by any Shareholder to the President, a Vice
President, or the Secretary of the Company not less than forty-eight (48) hours
before the time fixed for holding a meeting of Shareholders for the purpose of
electing Directors that such Shareholder desires that the voting at such
election shall be cumulative, and if an announcement of the giving of such
notice is made upon the convening of the meeting by the Chairman or Secretary
or by or on behalf of the Shareholder giving such notice, each Shareholder
shall have the right to cumulate such voting power as he or she possesses in
voting for Directors.

The expense of soliciting proxies will be borne by the Company. Proxies will
be solicited principally by mail, but may also be solicited by the Directors,
Officers, and other regular employees of the Company, who will receive no
compensation therefor in addition to their regular compensation. Brokers and
others who hold stock on behalf of others will be asked to send proxy material
to the beneficial owners of the stock, and the Company will reimburse them for
their expenses.

The Company has retained D.F. King & Co., Inc., a proxy solicitation firm,
to assist the Company in soliciting proxies. The Company anticipates that the
costs of D. F. King's services will be approximately $8,000.

The Annual Report of the Company for the year 2001, including financial
statements, has been delivered to all Shareholders. Such report and financial
statements are not a part of this Proxy Statement.

CERTAIN BENEFICIAL OWNERS

Under Section 13(d) of the Securities Exchange Act of 1934, a beneficial
owner of a security is any person who directly or indirectly has or shares
voting power or investment power over such security. Such beneficial owner
under this definition need not enjoy the economic benefit of such securities.
The following are the only Shareholders deemed to be beneficial owners of 5% or
more of the Common Stock of the Company as of December 31, 2001:

Title of Name and Address Amount and Nature Percent
Class of Beneficial Owner of Beneficial Ownership of Class
-------- ------------------- ----------------------- --------

Cincinnati Financial
Common Stock Corporation 72,780,560(1) 12.49%
6200 South Gilmore
Fairfield, Ohio 45014
Common Stock Fifth Third Bancorp 33,802,400(2) 5.80%
Subsidiary Banks
38 Fountain Square Plaza
Cincinnati, Ohio 45263

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(1) Cincinnati Financial Corporation owns 56,198,414 shares of the Common
Stock of the Company. Cincinnati Insurance Company, Cincinnati Casualty
Company, Cincinnati Life Insurance Company and CINFIN Capital,
subsidiaries of Cincinnati Financial Corporation, own 14,121,542 shares,
1,419,979 shares, 1,036,125 shares, and 4,500 shares, respectively.
(2) There are six wholly-owned bank subsidiaries of the Company, which are
beneficial owners of 12,596,307 shares. The banks hold these shares in a
fiduciary capacity under numerous trust relationships, none of which
relates to more than 5% of the shares, and have sole or shared voting
power, and sole or shared investment power over these shares. The banks
also hold shares in a non-discretionary capacity, and disclaim any
beneficial interest in all shares held in these capacities.

ELECTION OF DIRECTORS

In accordance with the Company's Code of Regulations, the Board of Directors
is classified into three classes. Each class is to be elected to separate three
(3) year terms with each term expiring in different years. At each Annual
Meeting the Directors or nominees constituting one class are elected for a
three (3) year term. The term of those Directors listed below as Class I
expires at the Annual Meeting on March 19, 2002 and this Class contains the
nominees to be elected to serve until the Annual Meeting of Shareholders in
2005. The following Class I directors are retiring upon expiration of their
terms at the Annual Meeting: William G. Kagler, James D. Kiggen, David E. Reese
and Dennis J. Sullivan. In September, 2001, Brian H. Rowe retired as a Director
and in December, 2001, Gerald V. Dirvin retired as a Director. At its December
2001 meeting, the Board of Directors voted to decrease the size of the Board
such that no vacancies will result from the foregoing retirements. Each of the
foregoing retiring and retired Directors has generously given valuable years of
service to the Company. Any vacancies that occur after the Directors are
elected may be filled by the Board of Directors in accordance with law for the
remainder of the full term of the vacant directorship.

The Board of Directors intends to nominate for election as Class I Directors
the following five (5) persons, all of whom are presently serving as Class I
Directors of the Company: Thomas B. Donnell, Joan R. Herschede, James P.
Hackett, Robert L. Koch II and Thomas W. Traylor. It is the intention of the
persons named in the Proxy to vote for the election of all nominees named. If
any nominee(s) shall be unable to serve, which is not now contemplated, the
proxies will be voted for such substitute nominee(s) as the Board of Directors
recommends. Nominees receiving the five (5) highest totals of votes cast in the
election will be elected as directors. Proxies in the form solicited hereby
which are returned to the Company will be voted in favor of the five (5)
nominees specified above unless otherwise instructed by the shareholder.
Abstentions and shares not voted by brokers and other entities holding shares
on behalf of beneficial owners will not be counted and will have no effect on
the outcome of the election.

The following tables set forth information with respect to each Class I
Director, including the nominees for re-election at the Annual Meeting, and
with respect to incumbent Directors in Classes II and III of the Board of
Directors who are not nominees for re-election at the Annual Meeting.

Shares of Company
Common Stock
Beneficially Owned on
December 31, 2001(1)
-----------------------
Name, Age and Principal Occupation During Director Percent
the Past Five Years Since Number(4) of Class
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CLASS I DIRECTORS
(Terms Expire 2002)
THOMAS B. DONNELL(/2/), 55, Chairman 1984 784,074 .1345%
Emeritus, Fifth Third Bank (Northwestern
Ohio).
JOAN R. HERSCHEDE, 62, President and CEO of 1991 47,720 .0082%
The Frank Herschede Company, an investment
holding company.
JAMES P. HACKETT, 46, President, CEO and 2001 4,517 .0008%
Director of Steelcase Inc., a manufacturer
of office systems.
WILLIAM G. KAGLER, 69, Former Chairman, CEO 1983 75,988 .0130%
and Director of Skyline Chili Inc., a
restaurant and frozen food product
manufacturer. Previously, Mr. Kagler served
as President of Kagler & Associates, Inc., a
consulting firm, and President of the Kroger
Co.
Director of The Union Central Life Insurance
Company and The Ryland Group, Inc.
JAMES D. KIGGEN(/2/), 69, Chairman of the 1982 134,213 .0230%
Board of Directors of BroadWing Inc.
(formerly Cincinnati Bell, Inc.), provider
of communication services. Formerly, Mr.
Kiggen was Chairman, President, CEO and
Director of Xtek, Inc.
Director of United States Playing Card
Company
ROBERT L. KOCH II, 63, President and CEO of 1999 260,895 .0448%
Koch Enterprises, Inc., a holding company
with worldwide subsidiaries that manufacture
aluminum die castings, industrial painting
systems, and automotive adhesives, and
distribute heating and air conditioning
equipment and hydraulic and pneumatic
components.
Director of Vectren Corporation.
DAVID E. REESE, 61, Former Chairman, Fifth 1998 564,634 .0969%
Third Bank, Southwest, F.S.B. Formerly
Chairman of State Savings Company from June,
1997 to June, 1998, Vice Chairman of State
Savings Company from July, 1972 to June,
1997, and Chairman of State Savings Bank,
F.S.B. from June 1992 to June 1998.
DENNIS J. SULLIVAN, JR.(/2/), 69, Former 1984 79,993 .0137%
President and Chief Executive Officer of
Gaylord Entertainment, since September 14,
2000. Previously Executive Counselor of Dan
Pinger Public Relations, Inc., a public
relations agency, since February, 1993.
Formerly, Executive Vice President, Chief
Financial Officer and Director of Cincinnati
Bell, Inc. and Cincinnati Bell Telephone
Company.
Director of Anthem, Inc., and Kalthoff
International, Inc.
THOMAS W. TRAYLOR, 62, CEO of Traylor Bros., 1999 271,438 .0466%
Inc., an underground and marine construction
company.

Shares of Company
Common Stock
Beneficially Owned on
December 31, 2001(1)
-----------------------
Name, Age and Principal Occupation During the Director Percent
Past Five Years Since Number(4) of Class
-------------------------------------------------------------------------------

CLASS II DIRECTORS
(Terms Expire 2003)
JOHN F. BARRETT, 52, President, CEO and 1988 68,921 .0118%
Director of The Western-Southern Life
Insurance Co. since March, 1994. Formerly,
President and COO, The Western-Southern Life
Insurance Co.
Director of Convergys Corporation and
Andersons, Inc.
RICHARD T. FARMER, 67, Chairman and Director, 1982 155,914 .0268%
Cintas Corporation, a service company that
designs, manufactures and implements
corporate identity uniform programs, since
August, 1995. Formerly, Mr. Farmer was
Chairman, CEO and Director of Cintas
Corporation.
ROBERT B. MORGAN(/3/), 67, Executive 1986 84,698 .0145%
Counselor of Cincinnati Financial Corporation
and Cincinnati Insurance Company.
GEORGE A. SCHAEFER, JR.(/2/), 56, President 1988 2,877,248 .4921%
and Chief Executive Officer of Fifth Third
Bancorp and Fifth Third Bank.
Director of Anthem, Inc.
JOHN J. SCHIFF, JR.(/2/)(/3/), 58, Chairman, 1983 406,343 .0697%
President, Chief Executive Officer and
Director of Cincinnati Financial Corporation
and Cincinnati Insurance Company. Retired as
Chairman of John J. & Thomas R. Schiff & Co.,
Inc., an insurance agency in December, 1996.
Director of Cinergy Corp., Standard Register
Co., Cincinnati Bengals and John J. & Thomas
R. Schiff & Co., Inc.
DONALD B. SHACKELFORD, 69, Chairman, Fifth 1998 1,308,742 .2246%
Third Bank (Central Ohio) since June, 1998.
Formerly, Vice Chairman of State Savings
Company and Chairman of State Savings Bank.
Director of The Limited, Inc., The
Progressive Corporation and Intimate Brands,
Inc.
DUDLEY S. TAFT, 61, President and Director, 1981 94,976 .0163%
Taft Broadcasting Company, investor in
entertainment and media properties.
Director of Cinergy Corp., The Union Central
Life Insurance Company, United States Playing
Card Co., and The Tribune Company.
DAVID J. WAGNER, 47, Chairman of Fifth Third 2001 761,985 .1306%
Bank, a Michigan banking corporation formerly
known as Old Kent Bank, since April 2001.
Formerly, Chairman, President and CEO of Old
Kent Financial Corporation.

CLASS III DIRECTORS
(Terms Expire 2004)
DARRYL F. ALLEN, 58, Retired Chairman, CEO 1997 7,025 .0012%
and President, Aeroquip-Vickers, Inc.,
formerly known as Trinova Corporation, a
manufacturer and distributor of engineered
components for industry, automotive,
aerospace and defense.
Director of Milacron, Inc.
JOSEPH H. HEAD, JR.(/2/), 69, Chairman and 1987 205,001 .0352%
Director, Atkins & Pearce, Inc., manufacturer
of industrial textiles.
ALLEN M. HILL, 56, CEO and President of DPL 1998 56,272 .0097%
Inc. and its subsidiary The Dayton Power and
Light Company.
DR. MITCHEL D. LIVINGSTON, 57, Vice President 1997 10,563 .0018%
for Student Affairs and Human Resources,
University of Cincinnati. Formerly, Dr.
Livingston was Vice President for Student
Services, University of Albany.
HENDRICK G. MEIJER, 49, Co-Chairman, Meijer, 2001 14,023 .0024%
Inc., a food and general merchandise
retailer.
JAMES E. ROGERS, 54, Chairman, President, CEO 1995 14,898 .0026%
and Director of Cinergy Corp., Cinergy
Services, CG&E and PSI Energy, since
December, 1995, and Mr. Rogers was Vice
Chairman, President and COO since October,
1994. Formerly, Mr. Rogers was Chairman,
President and CEO of PSI Energy.
Director of Duke Realty Investments, Inc.
All Directors and Executive Officers as a 14,959,705 2.5312%
Group (35 persons).

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(1) As reported to Fifth Third Bancorp by the Directors as of the date stated.
Includes shares held in the name of spouses, minor children, certain
relatives, trusts, estates and certain affiliated companies as to which
beneficial ownership may be disclaimed.
(2) Members of the Executive Committee of the Board of Directors.
(3) Messrs. Morgan and Schiff, Jr. are Directors of Cincinnati Financial
Corporation, whose holdings of Company shares are more fully set forth
above under the caption "Certain Beneficial Owners" in this Proxy
Statement.
(4) The amounts shown represent the total shares owned outright by such
individuals together with shares which are issuable upon the exercise of
currently exercisable, but unexercised stock options. Specifically, the
following individuals have the right to acquire the shares indicated after
their names, upon the exercise of such stock options: Mr. Allen, 6,688;
Mr. Barrett, 17,658; Mr. Donnell, 85,449; Mr. Farmer, 17,658; Mr. Hackett,
2,000; Mr. Head, 5,000; Ms. Herschede, 5,000; Mr. Hill, 5,000; Mr. Kagler,
10,063; Mr. Kiggen, 25,253; Mr. Koch, 11,303; Mr. Livingston, 8,536; Mr.
Meijer, 2,000; Mr. Morgan, 25,253; Mr. Reese, 117,500; Mr. Rogers, 14,393;
Mr. Schaefer, 2,020,946; Mr. Schiff, 0; Mr. Shackelford, 117,500; Mr.
Sullivan, 5,000; Mr. Taft, 25,253; Mr. Traylor, 11,303; and Mr. Wagner,
603,408. The aggregate number of shares issuable upon the exercise of
currently exercisable, but unexercised stock options, held by the
Executive Officers who are not also Directors is 5,207,389.

BOARD OF DIRECTORS, ITS COMMITTEES, MEETINGS AND FUNCTIONS

The Board of Directors of the Company met five (5) times during 2001. The
Company has an Executive Committee consisting of Messrs. Donnell, Head, Kiggen,
Schaefer, Schiff and Sullivan, which meets only on call. Under Ohio law, this
Committee has the powers to act between meetings of the Board on virtually all
matters that the Board could act upon, but reserves its function for emergency
purposes. The Executive Committee met one time in 2001. The Company has a
Compensation and Stock Option Committee, which consisted of Messrs. Head, Hill
and Rogers, and met two (2) times during 2001. The Board of Directors does not
have a nominating committee. This function is normally served by the Board of
Directors and in emergencies by the Executive Committee.

The Audit Committee of the Company serves in a dual capacity as the Audit
Committee of the Company and Fifth Third Bank, meeting in formal meetings in
February, March, July and October as well as informally at other times. Four
(4) formal meetings were held during 2001. One of the functions of this
Committee is to carry out the statutory requirements of a bank audit committee
as prescribed under Ohio law. Other functions include the engagement of
independent auditors, reviewing with those independent auditors the plans and
results of the audit engagement of the Company, reviewing the scope and results
of the procedures for internal auditing, reviewing the independence of the
independent auditors and similar functions. The Board of Directors has adopted
a written charter for the Audit Committee which is attached hereto as Annex 1.
The Audit Committee members for 2001 were Messrs. Barrett, Kiggen, Sullivan and
Mrs. Herschede. All members of the Audit Committee meet the independence
standards of Rule 4200(a)(15) of the National Association of Securities Dealers
listing standards. The formal report of the Audit Committee with respect to the
year 2001 begins on page 13 herein.

Executive compensation and stock options are determined by the Compensation
and Stock Option Committee of the Board of Directors. The formal report of the
Compensation and Stock Option Committee with respect to 2001 compensation and
stock option grants begins on Page 11 herein.

Of the members of the Board of Directors of the Company, Mr. Reese attended
less than 75% of the aggregate meetings of the Board of Directors and all
committees on which he served during 2001.

EXECUTIVE COMPENSATION

Set forth below are tables showing for the Chief Executive Officer and the
five other highest-paid executive officers of the Company: (1) in summary form,
the compensation paid for the last three years; (2) the options granted and
options exercised; and (3) beneficial ownership of the Company's Common Stock.

Summary

The following table is a summary of certain information concerning the
compensation awarded, paid to, or earned by the Company's chief executive
officer and each of the Company's other five most highly compensated executive
officers (the "named executives") during each of the last three fiscal years.

SUMMARY COMPENSATION TABLE

Long Term
Annual Compensation Compensation
-------------------- ------------
Shares
Name and Principal Underlying All Other
Position Year Salary ($) Bonus ($) Options (1) Compensation ($)(2)
------------------ ---- ---------- --------- ------------ -------------------

George A. Schaefer,
Jr. ................... 2001 991,170 1,485,000 250,000 346,664
President and Chief
Executive Officer 2000 976,732 1,462,500 300,000 341,493
1999 952,902 1,140,000 375,000 293,006
Stephen J. Schrantz..... 2001 502,897 420,000 85,000 129,206
Executive Vice President 2000 491,142 380,000 97,500 121,960
1999 472,306 350,000 120,000 115,123
Michael D. Baker........ 2001 433,480 325,000 80,000 106,187
Executive Vice President 2000 403,468 290,000 97,500 97,085
1999 377,888 270,000 120,000 90,704
Robert P. Niehaus....... 2001 406,929 305,445 80,000 99,732
Executive Vice President 2000 315,972 275,000 90,000 82,736
1999 287,310 225,000 120,000 71,723
Robert J. King, Jr. .... 2001 388,092 315,000 85,000 98,433
Executive Vice President 2000 353,464 300,000 97,500 91,485
1999 332,319 250,000 120,000 81,525
Neal E. Arnold.......... 2001 405,774 295,000 85,000 98,108
Executive Vice President
and 2000 322,647 260,000 97,500 81,571
Chief Financial Officer 1999 258,092 200,000 120,000 64,133

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(1) Adjusted for three-for-two split on July 14, 2000.
(2) All Other Compensation consists solely of the amounts representing the
allocations to each named executive under The Fifth Third Master Profit
Sharing and Non-qualified Deferred Compensation Program.

Stock Options

The following table sets forth information concerning individual grants of
options to purchase the Company's Common Stock made to the named executives in
2001:

OPTION GRANTS IN LAST FISCAL YEAR

Potential Realizable
Value at Assumed
Annual Rates of
Number of Percent of Stock Price
Shares Total Options Exercise Appreciation
Underlying Granted to or Base for Option Term
Options Employees Price Expiration --------------------
Name Granted(1) in Fiscal Year ($/SH.) Date 5%($) 10%($)
---- ---------- -------------- -------- ---------- --------- ----------

George A. Schaefer,
Jr. ................... 250,000 3.6% 50.8125 4/5/11 7,988,927 20,245,510
Stephen J. Schrantz..... 85,000 1.2% 50.8125 4/5/11 2,716,235 6,883,473
Michael D. Baker........ 80,000 1.2% 50.8125 4/5/11 2,556,457 6,478,563
Robert P. Niehaus....... 80,000 1.2% 50.8125 4/5/11 2,556,457 6,478,563
Robert J. King, Jr...... 85,000 1.2% 50.8125 4/5/11 2,716,235 6,883,473
Neal E. Arnold.......... 85,000 1.2% 50.8125 4/5/11 2,716,235 6,883,473

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(1) All such options were granted April 5, 2001 and first become exercisable
as to 25% of the shares covered after six months of continued employment,
as to 50% after one year of continued employment, as to 75% after two
years of continued employment and are exercisable in full after the end of
three years of continued employment. In the event the Company shall
consolidate with, merge into, or transfer all or substantially all of its
assets to another corporation, then all options granted under this Plan
shall become immediately exercisable. The option exercise price is not
adjustable over the 10-year term of the options except due to stock splits
and similar occurrences affecting all outstanding stock.

The following table sets forth certain information regarding individual
exercises of stock options during 2001 by each of the named executives.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR

Number of Shares Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at 12/31/01 at 12/31/01
Shares ------------------------- -------------------------
Acquired Value Exercisable Unexercisable Exercisable Unexercisable
Name on Exercise Realized ($) (#) (#) ($) ($)
---- ----------- ------------ ----------- ------------- ----------- -------------

George A. Schaefer,
Jr. ................... 0 0 2,020,946 431,250 70,715,685 6,314,183
Stephen J. Schrantz..... 0 0 752,321 142,500 26,804,780 2,075,851
Michael D. Baker........ 0 0 594,292 138,750 18,845,860 2,036,411
Robert P. Niehaus....... 0 0 605,570 135,000 19,530,442 1,957,049
Robert J. King, Jr...... 2,200 113,987 559,201 142,500 17,186,189 2,075,851
Neal E. Arnold.......... 15,000 767,732 461,694 142,500 13,526,668 2,075,851

Beneficial Ownership

The following table sets forth certain information regarding the named
executives' beneficial ownership of the Common Stock of the Company as of
December 31, 2001.

Title
of
Class Name of Officer Number of Shares(1) Percent of Class
----- --------------- ------------------- ----------------

Common
Stock George A. Schaefer, Jr. 2,877,248 .4921%
Common
Stock Stephen J. Schrantz 973,289 .1668%
Common
Stock Michael D. Baker 845,955 .1450%
Common
Stock Robert P. Niehaus 885,556 .1518%
Common
Stock Robert J. King, Jr. 681,100 .1167%
Common
Stock Neal E. Arnold 486,274 .0834%

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(1) The amounts shown represent the total shares owned outright by such
individuals together with shares which are issuable upon the exercise of
currently exercisable, but unexercised stock options. These individuals
have the right to acquire the shares indicated after their names, upon the
exercise of such stock options: Mr. Schaefer, 2,020,946; Mr. Schrantz,
752,321; Mr. Baker, 594,292; Mr. Niehaus, 605,570; Mr. King, 559,201; and
Mr. Arnold, 461,694.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Executive Officers and Directors, and persons who own more than ten percent of
a registered class of the Company's stock, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission ("SEC").
Executive Officers, Directors and greater than ten percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.

Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, for the period January
1, 2001 through December 31, 2001, its Executive Officers and Directors
complied with all filing requirements applicable to them except that Robert L.
Koch II failed to timely report the conversion of convertible capital
securities to common stock. The transaction was subsequently reported on a Form
5.

Retirement Plans

The following table shows estimated annual benefits payable upon retirement
under The Fifth Third Bancorp Master Retirement Plan (the "Retirement Plan")
and The Fifth Third Bancorp Supplemental Retirement Income Plan (the
"Supplemental Plan") based upon combinations of compensation levels and years
of service:

PENSION PLAN TABLE

Approximate Annual Retirement Benefit Upon Retirement At Age 65
Before Adjustments (1) (2) (3)
------------------------------------------------------------------------------
Remuneration(4)(5) 15 20 25 30 35
------------------ ------- ------- ------- ------- -------

$ 300,000 43,802 58,402 73,003 87,603 87,603
400,000 59,052 78,735 98,419 118,103 118,103
500,000 74,302 99,069 123,836 148,603 148,603
600,000 89,552 119,402 149,253 179,103 179,103
700,000 104,802 139,735 174,669 209,603 209,603
800,000 120,052 160,069 200,086 240,103 240,103
900,000 135,302 180,402 225,503 270,603 270,603
1,000,000 150,552 200,735 250,919 301,103 301,103
1,100,000 165,802 221,069 276,336 331,603 331,603
1,200,000 181,052 241,402 301,753 362,103 362,103
1,300,000 196,302 261,735 327,169 392,603 392,603
1,400,000 211,552 282,069 352,586 423,103 423,103
1,500,000 226,802 302,402 378,003 453,603 453,603
1,600,000 242,052 322,735 403,419 484,103 484,103
1,700,000 257,302 343,069 428,836 514,603 514,603
1,800,000 272,552 363,402 454,253 545,103 545,103

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(1) Benefits shown are computed on the basis of a straight life annuity. Other
available forms of benefits payment under the Retirement Plan, which are
the actuarial equivalent of the straight life annuity, are the joint and
surviving spouse annuity, the contingent annuitant option, the life -- 10-
year-certain option, and the single lump-sum option. The method of payment
from the Supplemental Plan is either a single lump sum or an installment.
(2) Under the current law, the maximum annual pension benefit payable under
the Internal Revenue Code, applicable to the Retirement Plan, is $135,000
for 2001. Any annual pension benefit accrued over $135,000 is payable
under the Supplemental Plan.
(3) The Retirement Plan and Supplemental Plan were frozen as of November 15,
1998 except for employees who were at least age 50 and had 15 years of
credited service as of December 31, 1998. For the purpose of computing a
benefit under these Plans on December, 31, 2001, Mr. Schaefer had 30 years
of credited service; Mr. Schrantz, 18 years; Mr. Baker, 28 years; Mr.
Niehaus, 30 years; Mr. King, 27 years; and Mr. Arnold, 11 years. Mr.
Schaefer and Mr. Niehaus continue to accrue benefits under these Plans.
Messrs. Schrantz, Baker, King and Arnold are not accruing benefits under
these Plans but do continue to accrue service for eligibility of an
immediate early retirement benefit.
(4) The amounts shown are the gross benefit amounts provided by both the
Retirement Plan and the Supplemental Plan. Plan benefits are determined as
30.5% of final average pay minus 11.1% of the participant's social
security final average compensation (up to his social security covered
compensation) with a reduction of 1/30th for each year of credited service
less than 30. Benefits are also reduced for termination of service prior
to age 60, for a commencement of benefit payments prior to age 60, and
eliminated under the vesting schedule if the participant has less than
five (5) vesting years.
(5) Compensation for retirement benefit calculations under the Retirement Plan
is defined as the base rate of pay plus variable compensation and is based
on the final average pay for the highest five consecutive years out of the
ten years preceding retirement. The 2001 base pay plus variable
compensation are substantially the same as the amounts shown under the
"Salary and Bonus" columns of the Summary Compensation Table. No more than
an inflation adjusted $150,000 limit is taken into consideration under the
Retirement Plan. Compensation in excess of an inflation adjusted $150,000
limit is taken into account under the Supplemental Plan.

Compensation of Directors

Non-employee Directors of the Company receive a single annual retainer of
$15,000 and a fee of $1,000 per meeting attended (including committee
meetings). Pursuant to a Deferred Compensation Plan, Directors may annually
defer from one-half to all of their compensation as directors until age 65 or
until they cease to serve on the Board, whichever occurs last. The deferred
funds bear interest until paid at an annually adjusted rate equal to 1% over
the U.S. treasury bill rate or Directors may elect to receive a return on
deferred funds at a rate equal to the rate of return on the Company's stock.
Directors who are also employees receive no additional compensation for service
on the Board.

The Company's 1998 Long-Term Incentive Stock Plan provides that the
Committee has full authority to provide awards of stock options to non-employee
Directors. In 2001, each non-employee Director received options for 2,000
shares. The exercise price is equal to 100% of the market price on the date of
grant. The options expire ten years from the date of grant.

REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE

Policy

The Company's cash compensation package for its Executive Officers consists
of two components: (1) base salary; and (2) annual performance-based bonuses.
The Company also provides stock option grants to its executive officers as a
means to promote ownership in the Company.

The Stock Option and Compensation Committee (the "Committee") is composed of
directors who are not employees of the Company. This Committee is responsible
for the approval and administration of the base salary level and annual bonus
compensation programs as well as the stock option program for Executive
Officers. In determining compensation levels, the Committee considers salary
and bonus levels which will attract and retain qualified executives when
considered with the other components of the Company's compensation structure;
specific annual performance criteria; and rewarding Executive Officers for
continuous improvement in their respective areas which contribute to continual
increases in shareholder value.

The Company's philosophy for granting stock options is based on the
principles of encouraging key employees to remain with the Company and to
encourage ownership thereby providing them with a long-term interest in the
Company's overall performance and incenting those executive officers to manage
with a view toward maximizing long-term shareholder value.

The Company uses the services of Hewitt Associates, LLC, an executive
compensation consulting firm, to perform competitive peer analysis on an annual
basis. In conjunction with the Company, Hewitt Associates identified a group of
peer companies based on market capitalization, geographic location, performance
and similarity in lines of business.

Base Salary

Executive Officers salaries are determined by evaluating the 2001
comparative data and the responsibilities of their positions. Individual salary
increases are reviewed annually and are based on the Company's overall
performance and the executive's attainment of individual objectives during the
preceding year.

Annual Bonuses

Executive Officers (other than officers designated to participate in the
Fifth Third Bancorp Variable Compensation Plan as discussed below) are eligible
to earn annual bonuses. At the end of the year, the Committee establishes a
target bonus matrix comprised of incrementally increasing amounts of operating
earnings per share which, if attained, make available an incentive pool for
bonus payments. At the end of 2001, the Company's goal was to increase net
operating income and operating earnings per share by 13% over 2000.

The matrix was established by the Committee to reflect a bonus pool which
increased if incrementally higher net operating income or operating earnings
per share resulted in 2001 as compared to 2000. In 2001, the target bonus
ranged from 10% to 65% of base salary. However, if the Bancorp goals are not
met, individual bonuses are reduced proportionately, with no bonuses paid
unless earnings increase.

The target net operating income and operating earnings per share were met in
2001.

Annual performance goals are also established for each Executive Officer,
including personal and departmental goals. The nature of these goals differs
depending upon each officer's job responsibilities. Goals are both quantitative
in nature, such as sales and revenue goals and cost containment; and
qualitative in nature, such as the development and retention of key personnel,
assessment and development of quality products and services, and management
effectiveness.

At the end of each year, the extent to which the profit plan goals are
actually attained is measured. If all goals are completely met, the executive
officer receives a target bonus amount. To the extent goals are partially met,
then only that portion as expressed in the bonus matrix is paid out. Although
specific relative weights are not assigned to each performance factor, a
greater emphasis is placed on increasing net income.

The Fifth Third Bancorp Variable Compensation Plan

In 1998 the Committee and the Company's shareholders approved and adopted
the Fifth Third Bancorp Variable Compensation Plan ("Variable Compensation
Plan"). For 2001, the Committee designated the participants in the Variable
Compensation Plan as the President and CEO and all officers who were designated
as an Executive Vice President of the Company as of January 1, 2001. The
Committee also designated Performance Goals (as defined in the Variable
Compensation Plan) for 2001 in the form of a matrix comprised of incrementally
increasing amounts of operating earnings per share and net operating income and
were based on the higher of these two measurements as defined in the matrix as
approved by the Committee. If the Performance Goals as established in that
matrix were not met, individual payments were reduced proportionately with no
payments made pursuant to the Variable Compensation Plan unless net operating
income or operating earnings per share increase.

The Committee reviewed the performance of the Company and compared it to the
Performance Goals for the 2001 Plan Year. Based on the Company's performance,
the Committee certified that the Performance Goals were met for 2001.

Stock Option Grants

Options to purchase Common Stock are granted annually to Executive Officers.
In years prior to 1998 these grants were made under the Company's Amended 1990
Stock Option Plan. At the Shareholders Meeting held on March 17, 1998, the
Company's 1998 Long-Term Incentive Stock Option Plan was approved by the
required number of votes. The stock option grants to Executive Officers in 2001
were made under the 1998 Long-Term Incentive Stock Plan. Grants are made to
Executive Officers at an option price of 100% of the market value on the date
of grant. The Company's philosophy in granting stock options is to increase
Executive Officer ownership in the Company and not to serve as a vehicle for
additional compensation. Executive Officers are incented to manage with a view
toward maximizing long-term shareholder value. In determining the total number
of options to be granted annually to all recipients, including the Executive
Officers, the Committee considers the number of options already held by the
Executive Officer, dilution, number of shares of Common Stock outstanding and
the performance of the Company during the immediately preceding year. This
year's grant totaled 6,956,202, or 1.2% of shares outstanding. The Committee
sets guidelines for the number of shares available for the granting of stock
options to each Executive Officer based on the total number of options
available, an evaluation of competitive data for similar grants and the
executive officer salary and position. These stock option grants provide
incentive for the creation of shareholder value since the full benefit of the
grant to each Executive Officer can only be realized with an appreciation in
the price of the Company's common shares.

Chief Executive Officer's Compensation And Stock Option Grants

The Committee considered the following factors in determining the base
salary for 2001 for George A. Schaefer, Jr., President and Chief Executive
Officer of the Company: the Company's success in attaining its profit plan for
2000 as discussed below and the level of compensation paid to the highest paid
executive at the companies selected for peer comparison. Based on these
factors, the Committee established Mr. Schaefer's base salary effective
November, 2000 at $990,000, which is a 1.54% increase from his 2000 salary
level of $975,000. This placed Mr. Schaefer's compensation near the middle of
base salaries paid by those companies selected for peer comparison.

For 2001, Mr. Schaefer was eligible to earn a cash bonus ranging up to 150%
of his base salary based on Performance Goals as designated under the Variable
Compensation Plan. The Company's Performance Goals were established at a 15%
increase over the 2000 operating net income and a 13% increase over the 2000
operating earnings per share. For 2001, the Committee certified that the
Company had met its Performance Goals and determined that Mr. Schaefer earned a
bonus of $1,485,000, which represented 150% of his base salary for fiscal year
2001.

On April 5, 2001, Mr. Schaefer was granted an option to purchase 250,000
shares of Common Stock. That grant was made in accordance with the guidelines
of the Committee referenced above, including specifically the Company's
increase in its year-to-date earnings for the 2001 fiscal year and the 2001
Comparative Data.

Section 162(m) of the Internal Revenue Code generally disallows a tax
deduction to public companies for compensation over $1,000,000 paid for any
fiscal year to the corporation's chief executive officer and four other most
highly compensated executive officers. The Company designed the 1998 Long-Term
Incentive Stock Plan and the Variable Compensation Plan to meet the criteria
for deductibility under Section 162(m). Accordingly, the Committee believes
that all compensation for 2001 paid to Mr. Schaefer and to the other named
executive officers is properly deductible under the Code. Any non-deductible
amounts that have been paid, or may be paid in the future, under those plans
are not expected to be significant.

Joseph H. Head, Jr. Allen M. Hill James E. Rogers

Compensation And Stock Option Committee Interlocks And Insider Participation

In 2001 the Compensation and Stock Option Committee members were Joseph H.
Head, Jr., Allen M. Hill and James E. Rogers. No director or executive officer
of the Company serves on any board of directors or compensation committee of
any entity that compensates any member of the Compensation and Stock Option
Committee.

REPORT OF THE AUDIT COMMITTEE

In accordance with its written charter attached as Annex I as adopted by the
Board of Directors ("Board"), the Audit Committee of the Board ("Committee")
assists the Board in fulfilling its responsibility for oversight of the quality
and integrity of the accounting, auditing and financial reporting practices of
Fifth Third Bancorp ("Fifth Third"). During 2001, the Committee met four times,
and the Committee chair, as representative of the Committee, discussed the
interim financial information contained in each quarterly earnings announcement
with the CFO, controller and independent auditors prior to public release.

In discharging its oversight responsibility as to the audit process, the
Committee obtained from the independent auditors a formal written statement
describing all relationships between the auditors and the Company that might
bear on the auditors' independence consistent with Independence Standards Board
Standard No. 1, "Independence Discussions with Audit Committees," discussed
with the auditors any relationships that may impact their objectivity and
independence and satisfied itself as to the auditors' independence. The
Committee also discussed with management, the internal auditors and the
independent

auditors the quality and adequacy of Fifth Third's internal controls and the
internal audit function's organization, responsibilities, budget and staffing.
The Committee reviewed both with the independent and internal auditors their
audit plans, audit scope and identification of audit risks.

The Committee discussed and reviewed with the independent auditors all
communications required by generally accepted auditing standards, including
those described in Statement on Auditing Standards No. 61, as amended,
"Communication with Audit Committees," and, with and without management
present, discussed and reviewed the results of the independent auditors'
examination of the financial statements. The Committee also discussed the
results of the internal audit examinations.

The Committee reviewed the audited consolidated financial statements of
Fifth Third as of and for the year ended December 31, 2001, with management and
the independent auditors. Management has the responsibility for the preparation
of Fifth Third's consolidated financial statements and the independent auditors
have the responsibility for the examination of those consolidated statements.

Based on the above-mentioned review and discussions with management and the
independent auditors, the Committee recommended to the Board that Fifth Third's
audited consolidated financial statements be included in its Annual Report on
Form 10-K for the year ended December 31, 2001, for filing with the Securities
and Exchange Commission. The Committee also recommended the reappointment,
subject to shareholder approval, of the independent auditors and the Board
concurred in such recommendation.

Dennis J. Sullivan, Jr., Audit Committee Chairman
John F. Barrett, Audit Committee Member
Joan R. Herschede, Audit Committee Member
James D. Kiggen, Audit Committee Member

PRINCIPAL ACCOUNTING FIRM FEES

The following table sets forth the aggregate fees billed to Fifth Third
Bancorp for the fiscal year ended December 31, 2001 by the Company's principal
accounting firm Deloitte & Touche LLP.

Audit Fees............................................. $ 684,000
Financial Information Systems Design And Implementation
Fees.................................................. 1,491,000
All Other Fees (including audit related fees of
$562,000)............................................. 1,245,000(a)(b)
----------
$3,420,000

--------
(a) Includes fees for tax consulting, permitted internal audit outsourcing,
certain audit related services and other non-audit services.
(b) The audit committee has considered whether the provision of these services
is compatible with maintaining the principal accountants' independence.

CERTAIN TRANSACTIONS

Fifth Third Bancorp has engaged and intends to continue to engage in the
lending of money through its subsidiary, Fifth Third Bank, to various of its
Directors and corporations or other entities in which they may own a
controlling interest. The loans to such persons (i) were made in the ordinary
course of business, (ii) were made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons, and (iii) did not involve more than a normal
risk of collectibility or did not present other unfavorable features. During
2001, payments amounting to $87,521, at competitive rates, for various
insurance coverages for the Company were paid to the John J. & Thomas R. Schiff
& Company, Inc., of which Mr. Schiff was Chairman until he retired in December,
1996. Mr. Schiff maintains a greater than ten percent ownership interest in
that insurance agency.

FINANCIAL PERFORMANCE

Total Return Analysis

The graphs below summarize the cumulative return experienced by the
Company's stockholders over the years 1996 through 2001, and 1991 through 2001,
respectively, compared to the S&P 500 Stock Index, the S&P Major Regional Banks
and the NASDAQ Banks.

Fifth Third Bancorp vs. Market Indices

--------------------------------------------------------------------------------

5 YEAR RETURN

5 YEAR RELATIVE TOTAL RETURN ANALYSIS
INCLUDING DIVIDEND REINVESTMENT (12/31/96 - 12/31/01)
1996 1997 1998 1999 2000 2001
---- ---- ---- ---- ---- ----
FIFTH THIRD (FITB).. 0 97.94 161.67 173.14 238.47 252.34
NASDAQ BANK (CBNK).. 0 66.6 49.51 40.84 65.76 86.78
S&P MAJOR REGIONAL
BANKS (SPRBNK)..... 0 50.42 66.22 42.52 81.37 65.75
S&P 500 (SPX)....... 0 33.35 71.46 107.54 88.65 66.24

10 YEAR RETURN

10 YEAR RELATIVE TOTAL RETURN ANALYSIS INCLUDING
DIVIDEND REINVESTMENT (12/31/91 - 12/31/01)
1991 1992 1993 1994 1995
---- ---- ---- ---- ----
FIFTH THIRD (FITB)........... 0 21.34 18.54 12.6 74.84
NASDAQ BANK (CBNK)........... 0 52.02 96.79 98.94 184.07
S&P MAJOR REGIONAL
BANKS (SPRBNK).............. 0 27.29 40.92 27.52 99.45
S&P 500 (SPX)................ 0 7.61 18.41 19.97 65
1996 1997 1998 1999 2000
---- ---- ---- ---- ----
FIFTH THIRD (FITB)........... 130.78 356.8 504.59 530.36 681.13
NASDAQ BANK (CBNK)........... 274.25 505.22 431.12 388.66 456.51
S&P MAJOR REGIONAL
BANKS (SPRBNK).............. 174.31 312.62 355.96 290.95 397.51
S&P 500 (SPX)................ 102.85 170.52 247.82 321 282.68
2001
----
FIFTH THIRD (FITB)........... 713.13
NASDAQ BANK (CBNK)........... 527.08
S&P MAJOR REGIONAL
BANKS (SPRBNK).............. 354.65
S&P 500 (SPX)................ 237.23

AUDITORS

The Board of Directors proposes and recommends that the Shareholders approve
the selection by the Board of the firm of Deloitte & Touche LLP to serve as
independent auditors for the Company for the year 2002. The firm has served as
independent auditors for Fifth Third Bank since 1970 and the Company since
1975. Representatives of Deloitte & Touche LLP will be present at the
Shareholders' Meeting to make such comments as they desire and to respond to
questions from Shareholders of the Company. Action by the Shareholders is not
required by law in the appointment of independent auditors, but their
appointment is submitted by the Board of Directors in order to give the
Shareholders the final choice in the designation of auditors. If the resolution
approving Deloitte & Touche LLP as the Company's independent auditors is
rejected by the Shareholders then the Board of Directors will reconsider its
choice of independent auditors. Proxies in the form solicited hereby which are
returned to the Company will be voted in favor of the resolution unless
otherwise instructed by the shareholders. Abstentions will have the same effect
as votes cast against the resolution, provided such shares are properly present
at the meeting in person or by proxy, and shares not voted by brokers and other
entities holding shares on behalf of beneficial owners will have no effect on
the outcome. The affirmative vote of a majority of the votes entitled to be
cast by the holder's of the Company's Common Stock present or represented at
the Meeting and entitled to vote is required to approve the appointment of
Deloitte & Touche LLP. The Board of Directors recommends the adoption of the
resolution.

2003 SHAREHOLDER PROPOSALS

In order for Shareholder proposals for the 2003 Annual Meeting of
Shareholders to be eligible for inclusion in the Company's Proxy Statement,
they must be received by the Company at its principal office in Cincinnati,
Ohio, prior to October 14, 2002. Any Shareholder who intends to propose any
other matter to be acted upon at the 2003 Annual Meeting of Shareholders must
inform the Company no later than December 26, 2002. If notice is not provided
by that date, the persons named in the Company's proxy for the 2001 Annual
Meeting will be allowed to exercise their discretionary authority to vote upon
any such proposal without the matter having been discussed in the proxy
statement for the 2003 Annual Meeting.

OTHER BUSINESS

The Board of Directors does not know of any other business to be presented
to the Meeting and does not intend to bring other matters before the Meeting.
However, if any other matters properly come before the Meeting, it is intended
that the persons named in the accompanying Proxy will vote thereon according to
their best judgment and interest of the Company. No Shareholder has informed
the Company of any intention to propose any other matter to be acted upon at
the Meeting. Accordingly, the persons named in the accompanying Proxy are
allowed to exercise their discretionary authority to vote upon any such
proposal without the matter having been discussed in this Proxy Statement.

By order of the Board of Directors

/s/ Paul L. Reynolds
Paul L. Reynolds
Secretary

ANNEX 1

FIFTH THIRD BANCORP AND SUBSIDIARIES
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
STATEMENT OF DUTIES AND RESPONSIBILITIES

DUTIES

The audit committee of the board of directors (the "audit committee") for
Fifth Third Bancorp and Subsidiaries (the "Bancorp") assists the board of
directors in providing oversight of Bancorp management's financial reporting
and the internal and external audit functions. The audit committee also reviews
the Bancorp's process of assessing the effectiveness of internal controls and
their effect on financial reporting and the program that management has
established to monitor compliance with policies and procedures. Within this
broad scope, the audit committee reviews management's evaluation of factors
related to independence of and engagement and interaction with the independent
auditor. Members of the Bancorp audit committee may serve on the audit
committee of any affiliate institution if they are otherwise independent of
management of the affiliate.

RESPONSIBILITIES

Audit Committee Composition. The audit committee should consist of not fewer
than three (3) independent directors. Each member should meet the independence
requirements for serving on audit committees as set forth in the corporate
governance standards of the NASDAQ. No member should be a large customer as
defined by the FDIC Improvement Act. At least two (2) members of the audit
committee should have banking or related financial management expertise as
defined by the FDIC Improvement Act. These factors should be evaluated
annually.

Meetings. The audit committee should meet on a regular basis and special
meetings should be called as circumstances require. The audit committee should
meet privately with the internal auditor and the independent auditor at least
once during each year. Minutes and other relevant records of meetings and
decisions should be maintained.

External Auditor. The audit committee should recommend the appointment
and/or discharge of the Bancorp's external auditor. The committee should also
evaluate the external auditor's independence, along with the proposed terms of
its engagement.

Audit Plans. The audit committee should review the annual audit plans of the
internal audit division and the external auditor, including the degree of
coordination of the respective plans. The audit committee should inquire as to
the extent to which the planned audit scope can be relied upon to detect
material misstatements in the financial statements and other public
disclosures, weaknesses in internal controls and fraud. Additionally, inquiry
should be made regarding audit plans regarding electronic data processing and
controls to ensure that such plans address the related impact on financial risk
and internal controls.

External Audit Results. The audit committee should review the quarterly and
annual financial statement audit results of the Bancorp. The committee should
also review with management and the external auditor their assessment of the
quality of the Bancorp's accounting principles, the adequacy of internal
controls and the resolution of identified material weaknesses and reportable
conditions in internal controls. The committee should also review compliance
with laws and regulations and other audit reports deemed significant by the
committee. Based on this review, the committee shall make its recommendation to
the board as to the inclusion of the audited financial statements in the annual
report on Form 10-K.

Annual Report Disclosure. The audit committee should report audit activities
to the board and issue an annual report to be included in the proxy statement
(including appropriate oversight conclusions) for submission to the
shareholders. In addition, the audit committee should approve the committee
charter annually with a copy filed with the SEC every three (3) years.

Communication. It is the external auditor's responsibility, as required by
generally accepted auditing standards, to make certain communications to the
audit committee on an annual basis. Such matters include the external auditor's
responsibility under generally accepted auditing standards, changes in
significant accounting principles, significant audit adjustments, any
disagreements with management, difficulties encountered during the audit,
consequential illegal acts or irregularities, major issues discussed with
management prior to retention of the external auditors as auditors of the
Bancorp, or instances of management consultation with other accountants
regarding significant accounting or auditing matters.

Internal Audit. The audit committee should review the report of internal
audit division activities including the opinion of the internal audit director
regarding the adequacy of the internal control structure. The committee should
also review the appointment and replacement of the senior internal auditing
executive.

New Accounting Pronouncements. Changes in accounting standards that have a
material effect on the financial statements and new or changing regulations
which will affect compliance issues or the approach taken towards evaluating
the internal control structure should be explained to the audit committee by
financial management or the external auditor.

Legal Counsel. The audit committee should meet regularly with the Bancorp's
general counsel, and outside counsel when appropriate, to discuss legal matters
that have a significant impact on the Bancorp's financial statements. An
assessment of legal liability should be reviewed including establishment of any
appropriate reserves until the matter is adjudicated. The audit committee may
retain counsel at its discretion without prior permission of the board of
directors or its management at the expense of the Bancorp.

Areas Requiring Special Attention. The audit committee may request detailed
reports from management, the external auditor, or the internal auditor related
to significant matters affecting the financial reporting process, internal
controls, or other areas of special interest.

[Fifth Third Bancorp Logo]
38 Fountain Square Plaza
Cincinnati, Ohio 45263
(513) 579-5300

Fifth Third Bancorp
c/o Corporate Trust Services
Mail Drop 10AT66-3212
38 Fountain Square Plaza
Cincinnati, OH 45263

Name Appears

R.S. Rowe & Company, Inc.; Job No. 10363; Proof of 1-22-02
(781) 849-9700; (212) 926-2444; (800) 324-6202; FAX No. (781) 849-9740
EMAIL Address: rsrowe@interserv.com
pm6\5th-3rd\53-proxy

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YOUR VOTE IS IMPORTANT!

If you do not vote by telephone or internet, please sign and date this
proxy card and return it promptly in the enclosed postage-paid envelope, or
otherwise to Corporate Trust Services, P.O. Box 535800, Pittsburgh, PA 15230, so
that your shares may be represented at the Meeting.

In their discretion, the PROXIES are authorized to vote upon such
other business as may properly come before the meeting.

This PROXY when executed will be voted in the manner directed
herein by the undersigned STOCKHOLDER(S).

If no direction is made, this PROXY will be votedFOR Proposals 1 and 2.

ALL FORMER PROXIES ARE HEREBY REVOKED.

DATED: ___________________________ , 2002

Name Appears

_________________________________________
(Signature of Stockholder)

_________________________________________
(Signature of Stockholder)
(Please sign exactly as your name or
names appear opposite. All joint owners
should sign. When signing in a fiduciary
capacity or as a corporate officer,
please give your full title as such.)