<PAGE>
(Fifth Third logo centered here)
(5/3 in square shape box with black background/white numbers)
FIFTH THIRD BANCORP
Cincinnati, Ohio 45263
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
February 10, 1994
To the Stockholders of Fifth Third Bancorp:
You are cordially invited to attend the Annual Meeting of the Stockholders
of Fifth Third Bancorp to be held at the offices of The Fifth Third Bank,
William S. Rowe Building, 38 Fountain Square Plaza, Cincinnati, Ohio on Tuesday,
March 15, 1994 at 11:30 A.M. for the purposes of considering and acting on the
following:
(1) Election of eight (8) Class II Directors to serve until the Annual Meeting
of Stockholders in 1997.
(2) Approval of the appointment of the firm of Deloitte & Touche to serve as
independent auditors for the Company for the year 1994.
(3) Transaction of such other business that may properly come before the
Meeting or any adjournment thereof.
Stockholders of record at the close of business on February 1, 1994 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 PROXY
ENCLOSED WITH THIS NOTICE AT YOUR EARLIEST CONVENIENCE.
By Order of the Board of Directors
MICHAEL K. KEATING
Secretary
<PAGE>
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
Stockholders to be held on March 15, 1994. Each of the 61,479,066 shares of
Common Stock outstanding on February 1, 1994 is entitled to one vote on all
matters acted upon at the Meeting, and only Stockholders of record on the books
of the Company at the close of business on February 1, 1994 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 Stockholder 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 Stockholders for the purpose of
electing Directors that such Stockholder 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 Stockholder giving such notice, each Stockholder shall
have the right to cumulate such voting power as he 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 Annual Report of the Company for the year 1993, including financial
statements, has been mailed to all Stockholders. 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 Stockholders deemed to be beneficial owners of 5% or
more of the Common Stock of the Company as of December 31, 1993.
<PAGE>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
Common Stock Cincinnati Financial Corporation 12,319,300(1) 20.06
6200 South Gilmore
Fairfield, Ohio 45014
Common Stock Fifth Third Bancorp 5,637,959(2) 9.18
Subsidiary Banks
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Common Stock Capital Growth Management 4,717,600(3) 7.68
1 International Place - 45th Floor
Boston, Massachusetts 02110
Common Stock The Western-Southern Life Insurance Co. 4,530,732(4) 7.38
400 Broadway
Cincinnati, Ohio 45202
(1) Cincinnati Financial Corporation owns 9,210,000 shares of the Common Stock
of the Company. Cincinnati Insurance Company, a subsidiary of Cincinnati
Financial Corporation, owns 2,695,000 shares. Cincinnati Casualty
Company, another subsidiary, owns 210,000 shares. Cincinnati Life
Insurance Company, another subsidiary of Cincinnati Financial Corporation,
owns 204,300 shares. In addition, Mr. John J. Schiff, Jr., a Director of
the Company who is Chairman and Director of Cincinnati Financial
Corporation, individually beneficially owns 65,440 shares and Mr. Robert
B. Morgan, a Director of the Company, who is President and Director of
Cincinnati Financial Corporation and Cincinnati Insurance Company
individually beneficially owns 12,965 shares. Also affiliated is a trust
in which John J. Schiff, Jr. and Thomas R. Schiff are trustees which owns
4,500 shares.
(2) There are five wholly-owned bank subsidiaries of the Company, which are
beneficial owners of 3,155,887 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 decision 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.
(3) Capital Growth Management is an investment adviser that is deemed to be
the beneficial owner of these shares of Common Stock. Capital Growth
Management has sole power to vote or direct the voting of and to dispose
of all shares.
(4) The Western-Southern Life Insurance Co. owns 635,468 shares of the Common
Stock of the Company. Waslic Delaware Company II, a subsidiary of The
Western-Southern Life Insurance Co., owns 3,895,264 shares. In addition,
Mr. John F. Barrett, a Director, President and Chief Operating Officer of
The Western-Southern Life Insurance Co., and a Director of the Company
individually beneficially owns 13,683 shares.
<PAGE>
ELECTION OF DIRECTORS
In accordance with the Company's Code of Regulations, the Board of
Directors is classified into three classes as nearly equal in number as the then
total number of Directors constituting the whole Board permits. Each class is
to be elected to separate three 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-year term. The term of those Directors listed below as
Class II expires at the Annual Meeting on March 15, 1994 and this Class contains
the nominees to be elected to serve until the Annual Meeting of Stockholders in
1997. 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.
Mr. Stephen Stranahan, a Class II Director, has decided to retire as
Director of both the Company and Fifth Third Bank of Northwestern Ohio, N.A.
His retirement is effective as of the end of his term occurring on March 15,
1994.
The Board of Directors intends to nominate for election as Class II
Directors the eight persons listed below, all of whom are presently serving as
Class II Directors of the Company. 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 eight 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 eight nominees specified
below unless otherwise instructed by the stockholder. 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.
<PAGE>
The following table sets forth information with respect to each Class II
Director, all of whom are a nominee for re-election except Mr. Stephen
Stranahan:
CLASS II DIRECTORS
(Terms Expire 1994)
Shares of Common Stock
of the Company
Beneficially Owned on
December 31, 1993(1)
Name, Age and Principal Occupation Director Percent of
During the Past Five Years Since Number(5) Class
- --------------------------------------------------------------------------------
(3) JOHN F. BARRETT, 44 1988 13,683 .0222
President, COO and Director of
The Western-Southern Life Insurance
Co. since November, 1989. Formerly,
Executive Vice President and Chief
Financial Officer, The Western-
Southern Life Insurance Co. since
May, 1987. Director of Cincinnati
Bell, Inc.
RICHARD T. FARMER, 59 1982 27,655 .0448
Chairman, Chief Executive
Officer and Director, Cintas
Corporation, a service company that
designs, manufactures and implements
corporate identity uniform programs.
Director of Safety-Kleen Corp.
(2) JOHN D. GEARY, 67 1977 20,288 .0329
Retired as President, Midland
Enterprises Inc., a company engaged
in inland waterway transportation, in
June, 1988.
(3) ROBERT B. MORGAN, 59 1986 12,965 .0210
President, Chief Executive
Officer and Director of Cincinnati
Financial Corporation and Cincinnati
Insurance Company since April, 1991.
Previously, Mr. Morgan was President
and Director of Cincinnati Financial
Corporation and Cincinnati Insurance
Company.
BRIAN H. ROWE, 62 1980 13,789 .0223
Chairman, GE Aircraft Engines,
General Electric Company since
September, 1993. Previously, Mr.
Rowe was President and CEO, GE
Aircraft Engines, General Electric
Company since August, 1991.
Formerly, Mr. Rowe was Senior Vice
President of GE Aircraft Engines,
General Electric Company.
<PAGE>
(con't)
Shares of Common Stock
of the Company
Beneficially Owned on
December 31, 1993(1)
Name, Age and Principal Occupation Director Percent of
During the Past Five Years Since Number(5) Class
- --------------------------------------------------------------------------------
(2) GEORGE A. SCHAEFER, JR., 48 1988 193,947 .3143
President and Chief Executive
Officer of Fifth Third Bancorp and
The Fifth Third Bank since January,
1991. Previously, Mr. Schaefer was
President and Chief Operating Officer
of the Fifth Third Bancorp and The
Fifth Third Bank since April, 1989.
Formerly Executive Vice President of
Fifth Third Bancorp and The Fifth
Third Bank.
(3) JOHN J. SCHIFF, JR., 50 1983 65,440 .1061
Chairman and Director, John J.
& Thomas R. Schiff & Co., Inc., an
insurance agency, Chairman and
Director of Cincinnati Financial
Corporation and Cincinnati Insurance
Company. Director of Cincinnati Gas
& Electric Company, Standard Register
Co., and Cincinnati Bengals.
STEPHEN STRANAHAN, 59 1989 12,677 .0205
Chairman and President of
Intelco, Inc. (formerly known as Bay
Enterprises, Inc.), an industrial air
compressor services and electronic
controls manufacturer. Director of
RPM, Inc.
DUDLEY S. TAFT, 53 1981 19,273 .0312
President and Director, Taft
Broadcasting Company, owner and
operator of television broadcasting
stations, since October, 1987.
Director of Cincinnati Gas & Electric
Company, The Union Central Life
Insurance Company, United States
Playing Card Co., and The Future Now,
Inc.
<PAGE>
The following table sets forth similar information with respect to
incumbent Directors in Classes III and I of the Board of Directors who are not
nominees for election at the Annual Meeting:
CLASS III DIRECTORS
(Terms Expire 1995)
Shares of Common Stock
of the Company
Beneficially Owned on
December 31, 1993(1)
Name, Age and Principal Occupation Director Percent of
During the Past Five Years Since Number(5) Class
- --------------------------------------------------------------------------------
J. KENNETH BLACKWELL, 45 1993 1,510 .0024
Independent Public Policy
consultant and writer on
international human rights since
January, 1993. Formerly, Mr.
Blackwell was the U.S. Ambassador to
the United Nations Human Rights
Commission. Previously, Mr.
Blackwell served as Deputy
Undersecretary of Housing and Urban
Development and Council member for
the City of Cincinnati.
(2) CLEMENT L. BUENGER, 67 1971 275,600 .4467
Retired as Chairman of the
Fifth Third Bancorp and The Fifth
Third Bank in March, 1993. Retired
as CEO of Fifth Third Bancorp and The
Fifth Third Bank in January, 1991.
Formerly, President of Fifth Third
Bancorp and The Fifth Third Bank.
Director of Cincinnati Gas & Electric
Company.
(2) NOLAN W. CARSON, 69 1982 30,905 .0501
Partner, Dinsmore & Shohl,
Attorneys at Law and counsel to Fifth
Third Bancorp.
THOMAS L. DAHL, 48 1991 4,250 .0069
Previously, Mr. Dahl was
President of The Drackett Co.,
manufacturers of household cleaning
products, from April, 1990 to
January, 1993. Formerly, Mr. Dahl
was President, Branded Consumer
Products of Weyerhaeuser Company
since January, 1988.
<PAGE>
(con't)
Shares of Common Stock
of the Company
Beneficially Owned on
December 31, 1993(1)
Name, Age and Principal Occupation Director Percent of
During the Past Five Years Since Number(5) Class
- --------------------------------------------------------------------------------
GERALD V. DIRVIN, 56 1989 7,850 .0127
Executive Vice President and
Director, The Procter & Gamble
Company, manufacturers of household
and consumer products, since January,
1990. Formerly, Mr. Dirvin was
Senior Vice President since January,
1989 and previously was a Group Vice
President of The Procter & Gamble
Company. Director of Cintas
Corporation.
IVAN W. GORR, 64 1991 4,852 .0079
Chairman and CEO, Cooper Tire &
Rubber Company, a manufacturer of
tires and rubber products, since
November, 1989. Previously, Mr. Gorr
was President and Chief Operating
Officer of Cooper Tire & Rubber
Company.
(2) JOSEPH H. HEAD, JR., 61 1987 44,188 .0716
Chairman, CEO and Director,
Atkins & Pearce, Inc., manufacturer
of industrial textiles, since
January, 1990. Formerly, Mr. Head
was a Partner with Graydon, Head &
Ritchey, Counsel to The Fifth Third
Bank. Director of Baldwin Piano &
Organ, Co.
(2) WILLIAM J. KEATING, 66 1980 40,949 .0664
Retired Chairman and Publisher,
The Cincinnati Enquirer, a regional
newspaper, since March, 1990.
Previously, Mr. Keating was President
and Chief Executive Officer, Detroit
Newspaper Agency. Director of The
Midland Co.
<PAGE>
CLASS I DIRECTORS
(Terms Expire 1996)
Shares of Common Stock
of the Company
Beneficially Owned on
December 31, 1993(1)
Name, Age and Principal Occupation Director Percent of
During the Past Five Years Since Number(5) Class
- --------------------------------------------------------------------------------
MILTON C. BOESEL, JR., 65 1989 10,158 .0165
Counsel, Ritter, Robinson,
McCready & James, Attorneys at Law,
Toledo, Ohio, formerly, Ritter,
Boesel and Robinson.
THOMAS B. DONNELL, 47 1984 136,660 .2215
Chairman, The Fifth Third Bank
of Northwestern Ohio, National
Association (Toledo, Ohio), the
resulting institution from the
November 12, 1991 merger of Fifth
Third Bank of Northwestern Ohio,
N.A., and Fifth Third Bank of Toledo,
N.A. Formerly, Mr. Donnell was
Chairman since November 1989 and,
previously, President and CEO of The
Fifth Third Bank of Northwestern
Ohio, N.A.
JOAN R. HERSCHEDE, 54 1991 4,050 .0066
President and CEO of The Frank
Herschede Company, retailer of
jewelry, china, crystal and silver.
WILLIAM G. KAGLER, 61 1983 14,145 .0229
Chairman, CEO and Director of
Skyline Chili Inc., a restaurant and
frozen food product manufacturer,
since November, 1992 and President,
Kagler & Associates, Inc., a
consulting firm serving the food
industry. Previously, Mr. Kagler was
President, CEO and Director of
Skyline Chili, Inc., since May 1989.
Director of The Union Central Life
Insurance Company, The Ryland Group,
Inc., Advanced Promotion
Technologies, Inc. and The Future
Now, Inc.
<PAGE>
(con't)
Shares of Common Stock
of the Company
Beneficially Owned on
December 31, 1993(1)
Name, Age and Principal Occupation Director Percent of
During the Past Five Years Since Number(5) Class
- --------------------------------------------------------------------------------
JAMES D. KIGGEN, 61 1982 22,819 .0370
Chairman, President and Chief
Executive Officer and Director, Xtek,
Inc., manufacturer of hardened steel
parts. Director of Cincinnati Bell,
Inc. and United States Playing Card
Co.
MICHAEL H. NORRIS, 57 1985 14,587 .0236
President and Director, The
Deerfield Manufacturing Company, a
fabricator of sheet metal stampings,
deep drawn parts and assemblies. Mr.
Norris is also a Group Vice President
and Director of The Ralph J. Stolle
Company.
DENNIS J. SULLIVAN, JR., 61 1984 18,478 .0299
Executive Counselor of Dan
Pinger Public Relations, Inc., an
advertising agency, since February,
1993. Formerly, Executive Vice
President, Chief Financial Officer
and Director of Cincinnati Bell, Inc.
and Cincinnati Bell Telephone
Company. Director of Community
Mutual Insurance Company, Access
Corporation and The Future Now, Inc.
_____________________________________
(4) All Directors and Executive
Officers as a Group (28 persons) 1,214,593 1.9685
_____________________________________
(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 and Mr. Barrett is a Director of The Western-Southern Life Insurance
Co., whose holdings of Company shares with their affiliates are more fully set
forth above under the caption "Certain Beneficial Owners" in this Proxy
Statement.
<PAGE>
(4) The shares of Fifth Third Bancorp held by its wholly-owned bank
subsidiaries in a fiduciary capacity, as set forth above under the caption
"Certain Beneficial Owners" in this Proxy Statement, are not included in these
totals.
(5) 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. Barrett, 7,125; Mr.
Blackwell, 1,500; Mr. Boesel, 7,125; Mr. Buenger, 1,500; Mr. Carson, 7,125; Mr.
Dahl, 2,500; Mr. Dirvin, 7,125; Mr. Donnell, 3,880; Mr. Farmer, 7,125; Mr.
Geary, 4,875; Mr. Gorr, 3,750; Mr. Head, 12,188; Ms. Herschede, 1,500; Mr.
Kagler, 1,500; Mr. Keating, 1,500; Mr. Kiggen, 12,188; Mr. Morgan, 12,188; Mr.
Norris, 5,639; Mr. Rowe, 9,188; Mr. Schaefer, 85,169; Mr. Schiff, 3,750; Mr.
Stranahan, 7,125; Mr. Sullivan, 1,500; Mr. Taft, 1,500.
______________________________
BOARD OF DIRECTORS, ITS COMMITTEES,
MEETINGS AND FUNCTIONS
The Board of Directors of Fifth Third Bancorp met four times during 1993.
Except for Messrs. Boesel, Donnell, Gorr and Stranahan each of the Directors of
Fifth Third Bancorp is also a member of the Board of Directors of The Fifth
Third Bank which meets once each month. Fifth Third Bancorp has an Executive
Committee consisting of Messrs. Buenger, Carson, Geary, Head, Keating and
Schaefer which meets only on call. While this Committee has, under Ohio law,
the powers to act between meetings of the Board on virtually all matters that
the Board could act upon, it is not considered as an active committee by Fifth
Third Bancorp, but reserves its function for emergency purposes. The Executive
Committee met once in 1993. Fifth Third Bancorp has a Compensation and Stock
Option Committee, consisting of Messrs. Dahl, Dirvin, Geary and Schiff, which
met twice during 1993. The Board of Directors does not have a nominating
committee.
The Audit Committee of Fifth Third Bancorp serves in a dual capacity as
the Audit Committee of The Fifth Third Bank, meeting in formal meetings in
March, July and November as well as informally at other times. Three formal
meetings were held during 1993. 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 Audit Committee members for 1993 were Messrs. Carson,
Gorr, Kiggen, Sullivan and Mrs. Herschede.
Of the Members of the Board of Fifth Third Bancorp, Messrs. Blackwell,
Dirvin, Farmer, Rowe, Stranahan and Taft attended less than 75% of the aggregate
meetings of the Board during 1993. During 1993 there was one inadvertent late
filing of a Form 4 by Mr. Thomas L. Dahl, a Director of the Company. The filing
was completed the following month.
<PAGE>
EXECUTIVE COMPENSATION
Summary
The following table is a summary of certain information concerning the
compensation awarded or paid to, or earned by, the Company's chief executive
officer and each of the Company's other four most highly compensated executive
officers (the "named executives") during each of the last three fiscal years.
SUMMARY COMPENSATION TABLE
Annual Long Term
Compensation Compensation
---------------- ------------
Shares All Other
Name and Salary Bonus Underlying Compensation
Principal Position Year ($) (1) ($) Options ($) (2)
- --------------------------- ---- ------- ------- ------------ ------------
George A. Schaefer, Jr. 1993 539,092 260,000 40,000 119,864
President and Chief 1992 492,578 225,000 30,000 92,475
Executive Officer 1991 415,779 200,000 22,500 87,170
George W. Landry 1993 299,290 125,000 15,000 63,644
Executive Vice President 1992 255,914 105,000 10,000 47,250
1991 200,012 90,000 7,500 42,361
Stephen J. Schrantz 1993 288,816 125,000 15,000 63,947
Executive Vice President 1992 236,465 95,000 10,000 43,200
1991 180,387 80,000 7,500 38,058
Michael D. Baker 1993 204,595 80,000 7,000 42,689
Senior Vice President 1992 154,625 70,000 4,000 28,350
1991 119,473 46,000 3,000 23,100
Michael K. Keating 1993 204,595 80,000 7,000 43,961
Senior Vice President 1992 154,625 70,000 4,000 28,350
1991 111,933 46,000 3,000 23,174
______________________________
(1) Included in Base Salary are amounts representing compensation deferred in
1993 to the Non-qualified Deferred Compensation Plan as follows: Mr. Schaefer,
$53,887 and Mr. Landry, $29,313.
(2) All Other Compensation consists solely of the amounts representing the
allocations to each Executive Officer under The Fifth Third Master Profit
Sharing and Non-qualified Deferred Compensation Program.
<PAGE>
<TABLE>
Stock Options
The following table sets forth information concerning individual grants of options to purchase the
Company's Common Stock made to the named executives in 1993:
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Potential Realizable
Percent of Value at Assumed
Total Annual Rates of
Number of Options Stock Price
Shares Granted to Exercise Appreciation for
Underlying Employees or Base Option Term
Options in Fiscal Price Expiration ----------------------
Name Granted(1) Year ($/Sh.) Date 5%($) 10%($)
- ----------------------- ---------- ---------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
George A. Schaefer, Jr. 40,000 9.7 53.50 08/17/03 1,345,835 3,410,609
George W. Landry 15,000 3.7 53.50 08/17/03 504,688 1,278,978
Stephen J. Schrantz 15,000 3.7 53.50 08/17/03 504,688 1,278,978
Michael D. Baker 7,000 1.7 53.50 08/17/03 235,521 596,857
Michael K. Keating 7,000 1.7 53.50 08/17/03 235,521 596,857
<FN>
(1) All such options were granted August 17, 1993 and first become exercisable as to 25% of the shares
covered after six months from the date of grant, 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. 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.
</TABLE>
<PAGE>
<TABLE>
The following table sets forth certain information regarding individual exercises of stock options during
1993 by each of the named executives.
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
Number of Shares Underlying Value of Unexercised In-
Shares Unexercised Options at the-Money Options at
Acquired 12/31/93 12/31/93
on Value --------------------------- ---------------------------
Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
Name (#) ($) (#) (#) ($) ($)
- ---------------------- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
George A. Schaefer, Jr. 20,082 702,823 85,169 50,624 1,512,212 87,639
George W. Landry 3,375 120,936 34,250 18,125 673,560 29,218
Stephen J. Schrantz 2,250 78,937 29,750 18,125 542,561 29,218
Michael D. Baker 0 0 14,063 8,000 274,747 11,687
Michael K. Keating 0 0 12,376 8,000 227,090 11,687
</TABLE>
<PAGE>
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, 1993.
Shares of Common Stock of the Company
Beneficially Owned
Title of Class Name of Officer Number(1) Percent of Class
- -------------- ----------------------- -------------------------------------
Common Stock George A. Schaefer, Jr. 193,947 .3143
Common Stock George W. Landry 86,184 .1397
Common Stock Stephen J. Schrantz 54,276 .0880
Common Stock Michael D. Baker 44,064 .0714
Common Stock Michael K. Keating 19,351 .0314
______________________________
(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. Specifically, the
following individuals have the right to acquire the shares indicated after their
names, upon the exercise of such stock options: Mr. Schaefer, 85,169; Mr.
Landry, 34,250; Mr. Schrantz, 29,750; Mr. Baker, 14,063; Mr. Keating, 12,376.
Retirement Plans
The following table shows estimated annual benefits payable upon
retirement under The Fifth Third Bancorp Master Retirement Plan and The Fifth
Third Bancorp Supplemental Retirement Income 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
- ------------------ ------- ------- ------- ------- -------
125,000 17,897 23,864 29,827 35,794 35,794
150,000 21,707 28,943 36,176 43,413 43,413
175,000 25,522 34,031 42,535 51,044 51,044
200,000 29,335 39,115 48,889 58,669 58,669
225,000 33,147 44,198 55,243 66,294 66,294
250,000 36,960 49,282 61,597 73,919 73,919
300,000 44,585 59,449 74,305 89,169 89,169
350,000 52,210 69,616 87,012 104,419 104,419
400,000 59,835 79,783 99,720 119,669 119,669
450,000 67,459 89,950 112,428 134,919 134,919
500,000 75,085 100,118 125,136 150,169 150,169
550,000 82,709 110,285 137,844 165,419 165,419
600,000 90,334 120,452 150,551 180,669 180,669
650,000 97,959 130,619 163,259 195,919 195,919
700,000 105,584 140,786 175,967 211,169 211,169
750,000 113,209 150,954 188,675 226,419 226,419
<PAGE>
(1) Benefits shown are computed on the basis of a straight life annuity.
Other available forms of benefits payment under The Fifth Third Bancorp Master
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 Fifth Third Bancorp Supplemental Retirement Income
Plan is a single lump sum.
(2) Under the current law, the maximum annual pension benefit payable under
the Internal Revenue Code, applicable to The Fifth Third Bancorp Master
Retirement Plan, is $115,641 for 1993. Any annual pension benefit accrued over
$115,641 is payable under the Fifth Third Bancorp Supplemental Retirement Income
Plan.
(3) For the purpose of computing a benefit under these Plans on December 31,
1993, Mr. Schaefer had 23 years of credited service; Mr. Landry, 20 years; Mr.
Schrantz, 10 years; Mr. Baker, 20 years; Mr. Keating, 8 years.
(4) The amounts shown are the gross benefit amounts provided by both The Fifth
Third Bancorp Master Retirement Plan and The Fifth Third Bancorp Supplemental
Retirement Income 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. This formula and the above tables
are subject to retroactive revision for compliance with Internal Revenue Service
regulations. Benefits are also reduced for termination of service prior to age
60, for a commencement of benefit payments prior to age 65, and eliminated under
the vesting schedule if the participant has less than five (5) vesting years.
(5) Compensation for retirement benefits calculations under The Fifth Third
Bancorp Master Retirement Plan is defined as the base rate of pay and is based
on the final average pay for the highest five consecutive years out of the ten
years preceding retirement. Compensation consisting of bonuses and variable
compensation is taken into account under The Fifth Third Bancorp Supplemental
Retirement Income Plan. The 1993 base rate of pay plus bonuses and 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 $200,000 limit is taken into consideration under The Fifth Third
Bancorp Master Retirement Plan. Compensation in excess of an inflation adjusted
$200,000 limit is taken into account under The Fifth Third Bancorp Supplemental
Retirement Income Plan.
Compensation of Directors
During 1993, non-employee directors of the Company received a single
annual retainer of $8,000 and a fee of $800 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. Directors who are also employees receive
no additional compensation for service on the Board.
<PAGE>
The Fifth Third Bancorp 1990 Stock Option Plan provides for an automatic
option grant every other year commencing in 1993 to all non-employee directors
of 1,500 shares (not subject to adjustment for stock splits, stock dividends and
similar events). The exercise price is equal to 100% of market price on the
date of grant. Options are not exercisable for a period of six months from the
date of grant and expire on the earlier of ten years from the date of grant,
three months from the time a director leaves office, or one year from the date
of death of a director.
Compensation and Stock Option Committees
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 1993
compensation and stock option grants is as follows:
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE
Policy
The Company's compensation package for its executive officers consists of
three components: (1) base salary; (2) annual performance-based bonuses; and
(3) annual stock option grants.
The Compensation and Stock Option 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 members consider
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 stockholder value.
The Company's philosophy for granting stock options is based on the
principles of encouraging key employees to remain with the Company by 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 stockholder value.
The Committee considered and is continuing to review the qualifying
compensation regulations issued by the Internal Revenue Service ("IRS").
Currently, compensation is not expected to exceed the $1 million base and
therefore, compensation will not be affected by the IRS qualifying compensation
regulations.
Base Salary
Executive officers' salaries are determined by evaluating the
responsibilities of their positions and by comparing salaries paid in the
marketplace for executives with similar experience and responsibilities. A
comparison group of bank holding companies was established based on one or more
common traits with the Company, such as market capitalization, asset size,
geographic location, similar lines of business and financial returns on assets
and equity. There are currently twenty-one companies in this comparison group
which is subject to change as the Company or its competitors change their focus,
merge with other institutions or are acquired. Individual salary increases are
reviewed annually and are based on the Company's overall earnings during the
preceding year and are generally in the median range of the comparison group.
<PAGE>
Annual Bonuses
Executive officers are also eligible to earn annual bonuses. The
Committee establishes a target bonus matrix comprised of incrementally
increasing amounts of earnings per share which, if attained, make available an
incentive pool for bonus payments. At the end of 1992, the Company's goal was
to accomplish its twentieth consecutive record year of earnings, with a target
plan established at an increase of 18% over 1992 earnings. The matrix was
established by the Committee to reflect a bonus pool which increased if
incrementally higher earnings per share and net income resulted in 1993 as
compared to 1992. In 1993, the target bonus could range up to 50% of base
salary depending on the executive officer's position. However, if the Bancorp
goals are not met, individual bonuses are reduced proportionately, with no
bonuses paid unless earnings increase. In 1993, the target earnings were
exceeded.
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 qualitative
in nature, such as the development and retention of key personnel, quality of
products and services and management effectiveness; and quantitative in nature,
such as sales and revenue goals and cost containment.
At the end of each year, the extent to which the Company's profit plan
goals are actually attained is measured. If all goals are completely met, the
executive officers receive 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 earnings per share and net
income.
Stock Option Grants
Stock options to purchase Common Stock are granted annually to executive
officers under the Company's Amended 1990 Stock Option Plan. Grants are made
to executive officers at an option price of 100% of the market value on the date
of the grant. The Company's philosophy in granting stock options is primarily
to increase executive officer ownership in the Company as opposed to serving as
a vehicle for additional compensation. Executive officers are incented to
manage with a view toward maximizing long-term stockholder 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 officers, dilution, number of shares
of Common Stock outstanding and the performance of the Company during the
immediately preceding year. This year's grant to employees totalled 410,700
shares, or 0.67% 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 grants by the comparison group as discussed under the "Base
Salary" section above, and the executive officer's 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.
<PAGE>
Chief Executive Officer's Compensation and Stock Option Grants
The Committee considered the following factors in determining the base
salary for 1993 for Mr. George A. Schaefer, Jr., President and Chief Executive
Officer of the Company: the Company's success in attaining its profit plan for
1992 as discussed below and the competitive median for comparable bank holding
companies. Based on these factors, the Committee established Mr. Schaefer's
base salary effective November 20, 1992 at $520,000, which is a 13% increase
from his 1992 salary level of $460,000. This placed Mr. Schaefer's compensation
at or near the fiftieth percentile of the peer group.
For 1993, Mr. Schaefer was eligible to earn a cash bonus ranging up to 50%
of his base salary based on specific measurable and subjective performance
goals. The measurable performance goal set for Mr. Schaefer was the attainment
of the Company's profit plan. The Committee also considered the subjective
assessment of his ability to identify and develop key personnel as well as
expressing the leadership and vision to continue the long-term growth of the
Company. While the Committee did not assign specific relative weights to those
goals, the level of annual bonus is more heavily dependent upon the attainment
of the profit plan. The Company's profit plan was established at an 18%
increase over the 1992 earnings. For 1993, the Company's earnings increased
19.3% over 1992. Based on these factors, the Committee determined that Mr.
Schaefer earned a bonus of $260,000, which represented 50% of his base salary
for fiscal year 1993.
On August 17, 1993, Mr. Schaefer was granted an option to purchase 40,000
shares of Common Stock of the Company. 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 1993 fiscal year and
comparison of Mr. Schaefer's overall compensation package with similar positions
within the peer group as discussed above.
Gerald V. Dirvin John D. Geary
Thomas L. Dahl John J. Schiff, Jr.
Compensation and Stock Option Committee Interlocks and Insider Participation
The Compensation and Stock Option Committee members are Gerald V. Dirvin,
Thomas L. Dahl, John D. Geary and John J. Schiff, Jr. Mr. Schiff is Chairman
and Director of John J. & Thomas R. Schiff & Company, Inc., an insurance agency
through which the Company acquires certain insurance coverages. During 1933,
insurance premiums, amounting to $1,261,141, at competitive rates, for various
coverages were paid to the John J. & Thomas R. Schiff & Company, Inc., insurance
agency.
<PAGE>
FINANCIAL PERFORMANCE
Total Return Analysis
The graph below summarizes the cumulative return experienced by the
Company's shareholders over the years 1988 through 1993, compared to the S&P 500
Stock Index, the S&P Major Regional Banks and the NASDAQ Banks.
Fifth Third Bancorp vs. Market Indices
- --------------------------------------------------------------------------------
"Performance Graph"
S&P Major
Fifth Third Regional Banks S&P 500 NASDAQ
----------- -------------- --------- --------
1988 100 100 100 100
1989 123 121 131 90
1990 111 86 127 59
1991 229 149 165 119
1992 273 193 177 130
1993 263 204 193 143
CERTAIN TRANSACTIONS
Fifth Third Bancorp has engaged and intends to continue to engage in the
lending of money through its subsidiary, The 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
1993, insurance premiums, amounting to $1,261,141, at competitive rates, for
various coverages for the Company were paid to the John J. & Thomas R. Schiff
& Company, Inc., of which Mr. Schiff is Chairman and a Director. During 1993,
legal fees were paid by the Company to the law firm of Dinsmore & Shohl, of
which firm one of the Directors of the Company, Mr. Carson, is a Partner and to
the law firm of Graydon, Head & Ritchey of which firm one of the Directors of
the Company, Mr. Head, was formerly a Partner.
<PAGE>
AUDITORS
The Board of Directors proposes and recommends that the Stockholders
approve the selection by the Board of the firm of Deloitte & Touche to serve as
independent auditors for the Company for the year 1994. The firm has served as
independent auditors for The Fifth Third Bank since 1970 and the Company since
1975. Representatives of Deloitte & Touche will be present at the Stockholders'
Meeting to make such comments as they desire and to respond to appropriate
questions from Stockholders of the Company. Action by the Stockholders 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
Stockholders the final choice in the designation of auditors. If the resolution
approving Deloitte & Touche as the Company's independent auditors is rejected
by the Stockholders 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 of the proposal. The Board of Directors recommends the adoption of
the resolution.
1995 STOCKHOLDER PROPOSALS
In order for Stockholder proposals for the 1995 Annual Meeting of
Stockholders 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 15, 1994.
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.
By order of the Board of Directors
MICHAEL K. KEATING
Secretary
<PAGE>
(The following information appears on a 2-sided, 8-1/2 x 3-1/2 post card,
attached to the Proxy)
*****************************************************************************
SIDE ONE:
*****************************************************************************
Logo* PROXY
FIFTH THIRD BANCORP
38 FOUNTAIN SQUARE PLAZA
CINCINNATI, OHIO 45263
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Nolan W. Carson, Joseph H. Head, Jr. and William
J. Keating and each of them, with FULL power of substitution, as proxies to
vote, as designated below, FOR and in the name of the undersigned all shares of
stock of FIFTH THIRD BANCORP which the undersigned is entitled to vote at the
Annual Meeting of the Stockholders of said Company scheduled to be held March
15, 1994 at the offices of said Company, William S. Rowe Building, Cincinnati,
Ohio, or at any adjournment or recess thereof.
THE BOARD OF DIRECTORS RECOMMENDS A FOR VOTE ON THE ELECTION OF DIRECTORS AND
ON THE PROPOSALS.
PLEASE MARK AN X IN ONE BOX UNDER EACH ITEM.
1. ELECTION of eight (8) Class II Directors
/ / FOR all nominees listed below. / /WITHHOLD AUTHORITY to vote (except
as marked below) for all nominees
listed below.
CLASS II - John F. Barrett, Richard T. Farmer, John D. Geary, Robert B.
Morgan, Brian H. Rowe, George A. Schaefer, Jr., John J. Schiff, Jr., Dudley S.
Taft
INSTRUCTION: To withhold authority to vote for any individual
nominee, write the nominee's name in the space provided.
_____________________________________________________________________________
2. PROPOSAL to approve the appointment of DELOITTE & TOUCHE as independent
auditors of the Company.
/ / FOR / / AGAINST / / ABSTAIN
3. PROPOSAL in their discretion, the PROXIES are authorized to vote upon such
other business as may properly come before the meeting.
/ / FOR / / AGAINST / / ABSTAIN
*Fifth Third logo is centered here. Logo appears as "5/3" in square shape box
with black background/white numbers).
<PAGE>
*****************************************************************************
Side TWO:
*****************************************************************************
This PROXY when executed will be voted in the manner directed hereby the
undersigned STOCKHOLDER(S). If no direction is made, this PROXY will be voted
FOR Items 1, 2 and 3.
ALL FORMER PROXIES ARE HEREBY REVOKED.
DATED:______________________________, 1994
---------------------
(Stockholder name & address | Number of Shares |
appear here)
| (# of shares |
filled in
| before mailing) |
----------------------
___________________________________________
(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.)
