11-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002

OR

[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from                      to                     

Commission file number 0-08076

A. Full title of the plan and the address of the plan, if

different from that of the issuer named below:

FIFTH THIRD BANCORP FROZEN SUCCESSOR PLAN

38 Fountain Square Plaza, Cincinnati, Ohio 45263

B. Name of issuer of the securities held pursuant to the plan

and the address of its principal executive office:

FIFTH THIRD BANCORP

38 Fountain Square Plaza, Cincinnati, Ohio 45263

FINANCIAL STATEMENTS AND EXHIBITS

The following financial statements and exhibits are filed as part of this annual report:

Exhibit 23	Independent Auditors’ Consent.
Exhibit 32	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Vice President, Director of Employee Services.
Exhibit 99	Financial Statements for the year ended December 31, 2002 and Supplemental Schedule as of December 31, 2002 for Fifth Third Bancorp Frozen Successor Plan.

SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, The Fifth Third Bank Pension and Profit Sharing Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

FIFTH THIRD BANCORP FROZEN SUCCESSOR PLAN
By:	/s/ PAUL L. REYNOLDS
	Paul L. Reynolds Member, Pension and Profit Sharing Committee

Date: September 19, 2003

EX-23

EXHIBIT 23

INDEPENDENT AUDITORS’ CONSENT

We consent to the incorporation by reference in the Registration Statement dated September 19, 2003 of Fifth Third Bancorp on Form S-8 of our report dated August 22, 2003, appearing in this Annual Report on Form 11-K of the Fifth Third Bancorp Frozen Successor Plan for the year ended December 31, 2002.

/s/    DELOITTE & TOUCHE LLP

Cincinnati, OH

September 19, 2003

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Fifth Third Bancorp Frozen Successor Plan (the “Plan”) on Form 11-K for the year ended December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James F. Girton, Vice President, Director of Employee Services of the Plan, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan.

/s/ JAMES F. GIRTON

James F. Girton

Vice President, Director of Employee Services

September 19, 2003

A signed original of this written statement required by Section 906 has been provided to the Plan and will be retained by the Plan and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99

Exhibit 99

Fifth Third Bancorp

Frozen Successor Plan

Financial Statements for the Year Ended

December 31, 2002, Supplemental

Schedule as of December 31, 2002 and

Independent Auditors’ Report

FIFTH THIRD BANCORP FROZEN SUCCESSOR PLAN

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

FOR FIFTH THIRD BANCORP FROZEN SUCCESSOR PLAN

FOR THE YEAR ENDED DECEMBER 31, 2002

	Page
INDEPENDENT AUDITORS’ REPORT	1
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits as of December 31, 2002	2
Statement of Changes in Net Assets Available for Benefits for the     Year Ended December 31, 2002	3
Notes to Financial Statements for the Year Ended December 31, 2002	4
SUPPLEMENTAL SCHEDULE—
Schedule H, Line 4i—
Schedule of Assets (Held at End of Year), December 31, 2002	9

All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

INDEPENDENT AUDITORS’ REPORT

Fifth Third Bancorp and the Trustees of Fifth Third 

Bancorp Frozen Successor Plan:

We have audited the accompanying statement of net assets available for benefits of Fifth Third Bancorp Frozen Successor Plan (the “Plan”) as of December 31, 2002 and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2002 and the changes in net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule listed in the accompanying index is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan’s management. Such schedule has been subjected to the auditing procedures applied in the audit of the basic 2002 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

/s/    DELOITTE & TOUCHE LLP

Cincinnati, OH

August 22, 2003

FIFTH THIRD BANCORP FROZEN SUCCESSOR PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

AS OF DECEMBER 31, 2002

INVESTMENTS—At fair value:
Common stock of Fifth Third Bancorp	$	757,871
Collective Funds:
Cash equivalents		2,744
Fixed income		92,362
Equity		48,402
Mutual Funds		1,188,006
Participant notes receivable		54,565
Total investments		2,143,950
ACCRUED INVESTMENT INCOME		3,430
NET ASSETS AVAILABLE FOR BENEFITS	$	2,147,380

See notes to financial statements.

- 2 -

FIFTH THIRD BANCORP FROZEN SUCCESSOR PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEAR ENDED DECEMBER 31, 2002

ADDITIONS:
Income (loss) from investments:
Interest	$	5,355
Dividends		6,054
Net depreciation in fair value of investments		(234,489	)
Total loss from investments		(223,080	)
Transfer of plan assets from acquired companies		2,541,208
Total additions		2,318,128
DEDUCTIONS:
Administrative expenses		7,965
Benefits paid to participants		162,783
Total deductions		170,748
INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS		2,147,380
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year		0
End of year	$	2,147,380

See notes to financial statements.

- 3 -

FIFTH THIRD BANCORP FROZEN SUCCESSOR PLAN

NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2002

1. DESCRIPTION OF PLAN

The following brief description of Fifth Third Bancorp Frozen Successor Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information.

General—The Plan is a defined contribution profit sharing plan, with a 401(k) feature, with separate accounts maintained for each participant. The plan was established to continue retirement plan accounts transferred or merged from qualified retirement plans of employers acquired by Fifth Third Bancorp (the “Bancorp”). The plan was created initially on December 31, 2001 as a merger of the National Bank of Cynthiana Retirement Savings Plan (the “Cynthiana Plan”) and the 1^st National Bank of Falmouth Retirement Savings Plan (the “Falmouth Plan”). A person who was a participant in either the Cynthiana Plan or the Falmouth Plan on December 31, 2001 was a participant as of the close of business December 31, 2001. Upon the merger or transfer from a predecessor plan, an individual not already a participant but who has an account merged or transferred to this Plan becomes a participant. A “predecessor plan” is one that merges into the Plan or has account balances transferred to this Plan (other than at the election of a participant). The Plan is frozen and no employer or employee contributions of any type will be made to this Plan, other than rollover contributions, as described below. While employed by the Bancorp, participants in this Plan may contribute to the Plan a distribution received from another tax-qualified plan if the distribution qualifies as a rollover amount under the Internal Revenue Code. Amounts attributable to deductible employee contributions may not be rolled over to the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

Administration—Fifth Third Bank, a wholly-owned subsidiary of the Bancorp, serves as the trustee of the Plan. The investment assets of the Plan are held in separate trust funds by Fifth Third Investment Advisors where such assets are managed.

Participant Accounts—Individual accounts are maintained for each Plan participant. Each participant’s account is credited with Plan earnings and charged with withdrawals and an allocation of Plan losses and administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Funding and Vesting-The plan is frozen and no employer or employee contributions of any type will be made to this plan, other than rollover contributions, as described above.

Gains and losses under the Plan are valued on a daily basis.

The rights of participant accounts (including all sub-accounts) are fully vested and non-forfeitable at all times.

Termination—Although it has not expressed its intention to do so, the Bancorp has the right under the Plan to discontinue the contributions of any participating Bancorp subsidiary at any time and to amend or terminate the Plan subject to the provisions set forth in ERISA. If the Plan were to be terminated, the

- 4 -

value of the proportionate interest of each participant would be determined as of the date of termination, and this amount would be fully vested and nonforfeitable.

Benefits—The Plan provides for payment of benefits of accumulated vested amounts upon termination of employment. Benefits are generally payable in the form of lump-sum payments or periodic payments.

Benefits Payable—Benefits payable, consisting of amounts owed but not paid as of year end for payments to terminated employees, are not recorded as a liability within the financial statements. There was no benefit payable at December 31, 2002.

Tax Status—The Internal Revenue Service has determined and informed the Bancorp by a letter dated October 29, 2002, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (“IRC”). Therefore, no provision for income taxes has been included in the Plan’s financial statements.

Investment Options per the Related Prospectus:

Participants can direct their accounts to be invested in the following investment options:

· The Fifth Third Balanced Fund contains investments in common stock with a smaller percentage in bonds and cash equivalents.

· The Fifth Third Prime Money Market Fund contains investments in high quality commercial paper.

· The Fifth Third Stock Fund contains shares of the Bancorp common stock and short-term liquid investments.

· The Fifth Third Quality Growth Fund contains investments in common stocks that are perceived to be high quality.

· The Fifth Third Middle Capitalization Fund contains investments in middle capitalization companies.

· The Fifth Third International Equity Fund contains investments in common stocks headquartered outside of the United States.

· The Fifth Third Technology Fund contains investments in stocks of established and emerging technology companies.

· The Fifth Third Value Fund contains investments in a highly diversified portfolio of stocks that are perceived to be undervalued in the market.

· The Fifth Third Fixed Income Fund contains investments in investment grade securities.

· The Fifth Third BankSafe Trust invests in short-term liquid investments.

Participant Notes Receivable—New loans will not be granted under the Plan. Loans granted under a predecessor plan may be transferred to the Plan with the consent of the Plan administrator, provided the Plan administrator determines that all legal requirements and contributions as stated in the Plan

- 5 -

document have been met. Loans may not exceed the lesser of $50,000 or 50% of the non-forfeitable portion of the participants account. Each loan, by its terms, is required to be repaid within five years unless the loan was used to purchase a participant’s primary residence. The loans are secured by the balance in the participant’s account and bear interest at a rate equal to the rate charged by the Bancorp on a similar loan as determined quarterly by the Plan administrator. Interest rates on loans at December 31, 2002 were 6% - 9.5%. Principal and interest is paid by the participant through payroll deductions authorized by the participant.

Withdrawals—Subject to the Plan Administrator’s sole and absolute discretion, participants are allowed to withdraw an amount not to exceed the total amount of that participant’s voluntary contributions for financial hardship purposes.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following are the significant accounting policies followed by the Plan:

General—The accounting records of the Plan are maintained on the accrual basis of accounting.

Valuation of Investments—Quoted market prices are used to value equity securities and mutual funds. The fair values of bonds are based on yields currently available on comparable securities of issuers with similar credit ratings. The fair value of collective funds is based on the fair market value of investments in the fund.

Administrative Expenses—Administrative expenses of the Plan are paid by the Plan as provided in the Plan document.

Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan administrator to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

The Plan invests in various securities, which may include U.S. Governmental securities, corporate debt instruments and corporate stocks. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for plan benefits.

3. INVESTMENTS

Investments representing more than five percent of net assets at December 31, 2002 are as follows:

	Fair Value
Fifth Third Balanced Fund	$	928,386
Fifth Third Common Stock		757,871

- 6 -

The following table represents the net depreciation in fair value of investments for the Plan for the year ended December 31, 2002:

Net depreciation in fair value of investments:
Common stock of Fifth Third Bancorp	$	(88,642	)
Collective Funds—fixed income and equity		(144,304	)
Mutual funds		(1,543	)
Total	$	(234,489	)

4. TRANSACTIONS WITH RELATED PARTIES

Fifth Third Bank provides the Plan with certain accounting and administrative services for which no fees are charged.

At December 31, 2002 the Plan held 12,944 shares of the Bancorp’s common stock with a fair value of $757,871 (see Note 1).

5. PLAN ASSETS FROM ACQUIRED COMPANIES

During 2002, amounts transferred into the Plan as a result of mergers and transfers of predecessor plans were as follows:

Merchants Bancorp, Inc. Thrift Plan and Trust	$	2,456,191
Home Loan ESOP		45,081
First National Bank of Falmouth Savings Plan		18,338
National Bank of Cynthia Retirement Savings Plan		14,537
Suburban Federal ESOP		7,061
	$	2,541,208

* * * * *

- 7 -

SUPPLEMENTAL SCHEDULE

- 8 -

SUPPLEMENTAL

SCHEDULE

FIFTH THIRD BANCORP FROZEN SUCCESSOR PLAN

SCHEDULE H, LINE 4i

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2002

Par Value/ No. of Shares	Asset Description	Current Market
	STOCK FUND—
12,944	* Common Stock—Fifth Third Bancorp	$	757,871
	COLLECTIVE FUNDS:
2,744	* Fifth Third Banksafe Trust		2,744
1,728	* Fifth Third Fixed Income Fund		92,362
1,247	* Fifth Third Value Fund for Employee Benefit Plans		48,402
	Total collective funds		143,508
	MUTUAL FUNDS:
85,644	* Fifth Third Balanced Fund		928,386
6,778	* Fifth Third Middle Capitalization Fund		67,577
5,729	* Fifth Third Quality Growth Fund		69,216
6,908	* Fifth Third International Equity Fund		49,670
1,340	* Fifth Third Technology Fund		7,627
65,530	* Prime Money Market Fund		65,530
	Total mutual funds		1,188,006
	LOAN FUND—
	Participant Notes Receivable (Interest Rate 6-9.5%)		54,565
	TOTAL	$	2,143,950
	* Party-in-interest

- 9 -