FIFTH THIRD BANCORP





                                  $500,000,000



                            4.50% Subordinated Notes

                                Due June 1, 2018



                             Underwriting Agreement



                                                                  May 20, 2003



To the Representatives named in Schedule I hereto of the Underwriters named

in Schedule II hereto



Ladies and Gentlemen:



      Fifth Third Bancorp, an Ohio corporation ("Fifth Third"), proposes to sell

to the underwriters named in Schedule II hereto (the "Underwriters"), for whom

you are acting as representatives (the "Representatives"), its designated debt

securities named in Schedule I hereto (the "Securities"), in the aggregate

principal amount set forth in such Schedule I. The Securities will be issued

under the indenture referenced in Schedule I hereto (the "Indenture"), between

Fifth Third and the trustee named in Schedule I (the "Trustee").



      1. Representations and Warranties. Fifth Third represents and warrants to,

and agrees with, each Underwriter that:



      (a) The registration statement (File No. 333-86360) on Form S-3 (the

"registration statement"), including a prospectus which, as supplemented, shall

be used in connection with the sale of the Securities, has been filed with the

Securities and Exchange Commission (the "Commission"), in the form heretofore

delivered to the Representatives. The registration statement, as it may have

been amended prior to the date of this Agreement, has become effective under the

Securities Act of 1933, as amended (the "Act"). (The registration statement, as

amended to the date of this Agreement, is hereinafter referred to as the

"Registration Statement"; such prospectus (which shall be in the form in which

it has been most recently filed, or transmitted for filing, with the Commission

on or before the date of this Agreement, as the same is proposed to be added to

or changed), as supplemented by a prospectus supplement relating to the

Securities, filed or transmitted for filing with the Commission pursuant to Rule

424 under the Act and used in connection with the sale of the Securities, is

hereinafter referred to as the "Prospectus"; and such prospectus supplement is

hereinafter referred to as the "Prospectus Supplement". Any reference herein to

the Registration Statement, a preliminary prospectus, the Prospectus or the

Prospectus Supplement shall be deemed to refer to and include the documents

incorporated by reference therein pursuant to Item 12 of Form S-3 which were

filed under the Securities Exchange Act of 1934, as amended (the "Exchange

Act"), on or before the date of this

<PAGE>

Agreement, and any reference herein to the terms "amend", "amendment" or

"supplement" with respect to the Registration Statement, the Prospectus or the

Prospectus Supplement shall be deemed to refer to and include the filing of any

document under the Exchange Act deemed to be incorporated therein by reference

after the date of this Agreement.)



      (b) The Registration Statement, at the time it became effective, and any

amendments thereof filed prior to the date hereof, as of their respective

effective dates, conformed in all material respects to the requirements of the

Act, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"),

and the respective rules and regulations of the Commission thereunder; the

Registration Statement and the Prospectus, as of the date of the Prospectus

Supplement, and any amendments thereof and supplements thereto, as of their

respective effective or issue dates, will conform in all material respects to

the requirements of the Act, the Trust Indenture Act and the respective rules

and regulations of the Commission thereunder, and no such document, as of such

respective dates and, in the case of the Prospectus and any amendments thereof

or supplements thereto, as of the Closing Date (as hereinafter defined),

included or will include any untrue statement of a material fact or omitted or

will omit to state any material fact required to be stated therein or necessary

to make the statements therein, in light of the circumstances in which they were

made, not misleading, provided that Fifth Third makes no representations or

warranties as to (i) the Statement of Eligibility (Form T-1) under the Trust

Indenture Act of the Trustee or (ii) the information contained in or omitted

from the Prospectus or any amendment thereof or supplement thereto in reliance

upon and in conformity with information furnished in writing to Fifth Third by

or on behalf of any Underwriter specifically for use in connection with the

preparation of the Prospectus or any amendment thereof or supplement thereto.



      (c) Each of Fifth Third and its subsidiaries has been duly organized, is

validly existing in good standing under the laws of its jurisdiction of

organization and has all power and authority (corporate and other) necessary to

own or hold its material properties and to conduct its business substantially in

the manner in which it presently conducts such business, and is duly qualified

to do business as a foreign corporation and is in good standing under the laws

of each jurisdiction which requires such qualification, except for failures to

be so qualified or be in good standing that would not reasonably be expected to

have a material adverse effect on the financial condition, stockholders' equity

or results of operations of Fifth Third and its subsidiaries, taken as a whole.



      (d) Fifth Third is duly registered as a bank holding company under the

Bank Holding Company Act of 1956, as amended (the "BHC Act"). Fifth Third and

each of its subsidiaries are in compliance in all material respects with all

laws administered by the Board of Governors of the Federal Reserve System (the

"Federal Reserve Board"), the Federal Deposit Insurance Corporation ("FDIC") and

any other federal or state bank regulatory authorities (together with the

Federal Reserve Board and the FDIC, the "Bank Regulatory Authorities") with

jurisdiction over Fifth Third and its subsidiaries, except for failures to be so

in compliance that would not reasonably be expected to have a material adverse

effect on the financial condition, stockholders' equity or results of operations

of Fifth Third and its subsidiaries, taken as a whole.





                                       2

<PAGE>

      (e) The deposit accounts of each of the bank subsidiaries of Fifth Third

are insured up to applicable limits by the FDIC and no proceedings for the

termination or revocation of such insurance are pending or, to the knowledge of

Fifth Third, threatened.



      (f) The Securities have been duly authorized, and, when issued, delivered

and paid for pursuant to this Agreement, will have been duly executed,

authenticated, issued and delivered and will constitute valid and legally

binding obligations of Fifth Third entitled to the benefits provided by the

Indenture; the Indenture has been duly authorized and, at the Closing Date (as

defined in Section 3 hereof), the Indenture will be duly qualified under the

Trust Indenture Act and will constitute a valid and legally binding instrument,

enforceable in accordance with its terms, subject, as to enforcement, to

bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and

similar laws of general applicability relating to or affecting creditors' rights

and to general equity principles; and the Securities and the Indenture conform

in all material respects to the descriptions thereof in the Prospectus.



      (g) Fifth Third has all corporate power and authority necessary to execute

and deliver this Agreement, the Indenture and the Securities and to perform its

obligations hereunder and thereunder; the execution, delivery and performance of

this Agreement, the Indenture and the Securities by Fifth Third and compliance

with the provisions hereof and thereof by Fifth Third will not constitute a

breach of or default under, the Articles of Incorporation or Code of Regulations

of Fifth Third or any of its subsidiaries, or any material agreement, indenture

or other instrument to which Fifth Third or any of its subsidiaries is a party,

or, to the best of Fifth Third's knowledge, any law, order, rule, regulation or

decree of any court, governmental agency or authority located in the United

States having jurisdiction over Fifth Third or any of its subsidiaries or any

property of Fifth Third or any of its subsidiaries, which breach or default

would be reasonably likely to have a material adverse effect on the financial

condition, stockholders' equity or results of operations of Fifth Third and its

subsidiaries, taken as a whole or on the ability of Fifth Third to perform its

obligations hereunder or its obligations under the Indenture or the Securities;

and, no consent, authorization or order of, or filing or registration with, any

court or governmental agency or authority is required for the execution,

delivery and performance of this Agreement, the Indenture and the Securities by

Fifth Third except such as have been made or obtained or will be made or

obtained on or before the Closing Date (as defined in Section 3) and except such

as may be required under applicable state securities or "blue sky" laws.



      (h) Neither Fifth Third nor any of its subsidiaries has sustained since

the date of the latest audited financial statements included or incorporated by

reference in the Prospectus any material loss or interference with its business

from fire, explosion, flood or other calamity, whether or not covered by

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