<PAGE> 1
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:
<TABLE>
<S> <C>
/ / 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
FIFTH THIRD BANCORP
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Not Applicable
(2) Aggregate number of securities to which transaction applies:
Not Applicable
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
Not Applicable
(4) Proposed maximum aggregate value of transaction:
Not Applicable
(5) Total fee paid:
Not Applicable
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
Not Applicable
(2) Form, Schedule or Registration Statement No.:
Not Applicable
(3) Filing Party:
Not Applicable
(4) Date Filed:
Not Applicable
<PAGE> 2
[5/3 LOGO]
FIFTH THIRD BANCORP
CINCINNATI, OHIO 45263
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
February 10, 1995
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
21, 1995 at 11:30 a.m. for the purposes of considering and acting upon the
following:
(1) Election of five (5) Class III Directors to serve until the Annual
Meeting of Stockholders in 1998.
(2) The proposal described in the attached Proxy Statement to amend Article
Fourth of the Amended Articles of Incorporation to increase the
authorized number of shares of Common Stock, without par value, from
100,000,000 shares to 140,000,000 shares. The proposed Amendment is
attached as Annex 1 to the Proxy Statement and incorporated therein by
reference.
(3) The proposal described in the Proxy Statement to adopt an amendment to
the Amended 1990 Stock Option Plan which provides that the aggregate
number of shares of Common Stock which may be issued under the Plan
shall be increased by 1 million shares. The proposed amendment is
included on the last page of the Proxy Statement as Annex 2.
(4) Approval of the appointment of the firm of Deloitte & Touche LLP to
serve as independent auditors for the Company for the year 1995.
(5) 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, 1995 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.
By Order of the Board of Directors
MICHAEL K. KEATING
Secretary
<PAGE> 3
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 21, 1995. Each of the 65,164,031 shares of Common Stock
outstanding on February 1, 1995 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, 1995 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 1994, 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, 1994.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE PERCENT
TITLE OF CLASS BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS
<S> <C> <C> <C>
Common Stock Cincinnati Financial Corporation 13,062,905 (1) 20.19
6200 South Gilmore
Fairfield, Ohio 45014
Common Stock Fifth Third Bancorp 5,991,457 (2) 9.26
Subsidiary Banks
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Common Stock The Western-Southern Life Insurance Co. 4,425,255 (3) 6.84
400 Broadway
Cincinnati, Ohio 45202
Common Stock Ruane, Cunniff & Co., Inc. 3,623,022 5.60
767 Fifth Avenue, Suite 4701
New York, New York 10153
<PAGE> 4
<FN>
(1) Cincinnati Financial Corporation owns 9,890,700 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 nine wholly-owned bank subsidiaries of the Company, which are
beneficial owners of 3,520,630 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) The Western-Southern Life Insurance Co. owns 664,722 shares of the Common
Stock of the Company. Waslic Delaware Company II, a subsidiary of The
Western-Southern Life Insurance Co., owns 3,746,850 shares. In addition,
Mr. John F. Barrett, a Director, President and Chief Executive Officer of
The Western-Southern Life Insurance Co., and a Director of the Company
individually beneficially owns 13,683 shares.
</TABLE>
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 III expires at the Annual Meeting on March 21, 1995 and this Class
contains the nominees to be elected to serve until the Annual Meeting of
Stockholders in 1998. 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.
In accordance with a retirement policy of the Board of Directors of both the
Company and The Fifth Third Bank, Mr. Nolan W. Carson, a Director of both the
Company and the Bank, has indicated his intention to retire from his respective
Directorships prior to the Annual Meeting. Mr. Carson has generously given 13
years of valuable service to the Company and the Bank as a Director. Mr.
Carson is currently a Class III Director with a term expiring in 1995.
During 1994, Messrs. J. Kenneth Blackwell and Thomas L. Dahl found it
necessary to resign as Directors of both the Company and the Bank to pursue
other interests. Their contributions to the success of the Company and the
Bank have been most valuable. Additionally, Mr. H. David Hale, formerly
Chairman and President of The Cumberland Federal Bancorporation, Inc. and The
Cumberland Federal Savings Bank was elected as a Director at the September,
1994 meeting and resigned to pursue other interests.
The Board of Directors intends to nominate for election as Class III
Directors the five persons listed below, all of whom are presently serving as
Class III 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 five 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 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.
The following tables set forth information with respect to each Class III
Director, all of whom are nominees for re-election at the Annual Meeting,
except Mr. Nolan W. Carson, and with respect to incumbent Directors in Classes
I and II of the Board of Directors who are not nominees for re-election at the
Annual Meeting.
-2-
<PAGE> 5
<TABLE>
CLASS III DIRECTORS
(Terms Expire 1995)
<CAPTION>
SHARES OF COMPANY
COMMON STOCK
BENEFICIALLY OWNED ON
DECEMBER 31, 1994(1)
DIRECTOR PERCENT
NAME, AGE AND PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS SINCE NUMBER(5) OF CLASS
- - -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
(2) CLEMENT L. BUENGER, 68, Retired as Chairman of the Fifth Third 1971 265,100 .4097
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, 70, Of counsel, Dinsmore & Shohl, Attorneys at 1982 28,052 .0434
Law and counsel to Fifth Third Bancorp, since December, 1994.
Formerly, Mr. Carson was a partner, Dinsmore & Shohl.
GERALD V. DIRVIN, 57, Retired April, 1994 as Executive Vice President 1989 7,850 .0121
and Director, The Procter & Gamble Company, manufacturers of household
and consumer products, which position Mr. Dirvin has held since
January, 1990. Formerly, Mr. Dirvin was Senior Vice President of The
Procter & Gamble Company.
Director of Cintas Corporation and Northern Telecom Ltd.
IVAN W. GORR, 65, Retired in October, 1994 as Chairman and CEO, Cooper 1991 4,852 .0075
Tire & Rubber Company, a manufacturer of tires and rubber products.
Director of Amcast Industrial Corporation, Arvin Industries, Inc.,
Cooper Tire & Rubber Company, and OHM Corporation.
(2) JOSEPH H. HEAD, JR., 62, Chairman, CEO and Director, Atkins & 1987 44,188 .0683
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, 67, Retired Chairman and Publisher, The 1980 41,949 .0648
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.
CLASS I DIRECTORS
(Terms Expire 1996)
MILTON C. BOESEL, JR., 66, Counsel, Ritter, Robinson, McCready & James, 1989 10,158 .0157
Attorneys at Law, Toledo, Ohio, formerly, Ritter, Boesel and Robinson.
THOMAS B. DONNELL, 48, Chairman, The Fifth Third Bank of Northwestern 1984 138,597 .2142
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 of The Fifth Third Bank of Northwestern Ohio, N.A.
JOAN R. HERSCHEDE, 55, President and CEO of The Frank Herschede 1991 4,050 .0063
Company, retailer of jewelry, china, crystal and silver.
WILLIAM G. KAGLER, 62, Chairman of the Executive Committee of the Board 1983 14,145 .0219
and Director of Skyline Chili Inc., a restaurant and frozen food
product manufacturer, since November, 1994. Formerly, Mr. Kagler was
Chairman, CEO and Director of Skyline Chili, Inc. 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.
Director of The Union Central Life Insurance Company, The Ryland Group,
Inc., and The Future Now, Inc.
</TABLE>
-3-
<PAGE> 6
<TABLE>
<CAPTION>
SHARES OF COMPANY
COMMON STOCK
BENEFICIALLY OWNED ON
DECEMBER 31, 1994(1)
DIRECTOR PERCENT
NAME, AGE AND PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS SINCE NUMBER(5) OF CLASS
- - ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
JAMES D. KIGGEN, 62, Chairman, President and Chief Executive Officer 1982 22,819 .0353
and Director, Xtek, Inc., manufacturer of hardened steel parts.
Director of Cincinnati Bell, Inc. and United States Playing Card Co.
MICHAEL H. NORRIS, 58, Retired as President and Director, The Deerfield 1985 14,587 .0225
Manufacturing Company, a fabricator of sheet metal stampings, deep
drawn parts and assemblies, and retired as Group Vice President and
Director of The Ralph J. Stolle Company, since January, 1994.
DENNIS J. SULLIVAN, JR., 62, Executive Counselor of Dan Pinger Public 1984 19,764 .0305
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 Community Mutual Insurance Company, Access Corporation and
The Future Now, Inc.
CLASS II DIRECTORS
(Terms Expire 1997)
(3) JOHN F. BARRETT, 45, President, CEO and Director of The Western- 1988 13,683 .0211
Southern Life Insurance Co. since March, 1994. Formerly, President and
COO, The Western-Southern Life Insurance Co.
Director of Cincinnati Bell, Inc.
RICHARD T. FARMER, 60, Chairman, Chief Executive Officer and Director, 1982 27,655 .0427
Cintas Corporation, a service company that designs, manufactures and
implements corporate identity uniform programs.
Director of Safety-Kleen Corp.
(2) JOHN D. GEARY, 68, Retired as President, Midland Enterprises Inc., 1977 20,288 .0314
a company engaged in inland waterway transportation.
(3) ROBERT B. MORGAN, 60, President, Chief Executive Officer and 1986 12,965 .0200
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, 63, Chairman, GE Aircraft Engines, General Electric 1980 13,873 .0214
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.
(2) GEORGE A. SCHAEFER, JR., 49, President and Chief Executive Officer 1988 212,517 .3284
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.
Director of Community Mutual Insurance Company.
(3) JOHN J. SCHIFF, JR., 51, Chairman and Director, John J. & Thomas R. 1983 65,440 .1011
Schiff & Co., Inc., an insurance agency and Chairman and Director of
Cincinnati Financial Corporation and Cincinnati Insurance Company.
Director of Cincinnati Gas & Electric Company, Standard Register Co.,
and Cincinnati Bengals.
DUDLEY S. TAFT, 54, President and Director, Taft Broadcasting Company, 1981 19,273 .0298
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.
- - --------------------------------
(4) All Directors and Executive Officers as a Group (25 persons) 1,228,362 1.8983
</TABLE>
-4-
<PAGE> 7
_______________________________________________________________________________
(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.
(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.
Boesel, 7,125; Mr. Buenger, 1,500; Mr. Carson 1,500; Mr. Dirvin, 7,125; Mr.
Donnell, 3,375; 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, 4,587; Mr. Rowe, 9,188; Mr.
Schaefer, 102,500; Mr. Schiff, 3,750; 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 1994.
Except for Messrs. Boesel, Donnell, and Gorr, 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 did not meet in 1994. Fifth Third Bancorp has a Compensation and
Stock Option Committee, consisting of Messrs. Dahl, Dirvin, Geary, and Schiff,
which met three times during 1994. 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 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 1994. 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 1994 were Messrs. Carson, Gorr,
Kiggen, Sullivan and Mrs. Herschede.
Of the Members of the Board of Fifth Third Bancorp, only Mr. Farmer attended
less than 75% of the aggregate meetings of the Board during 1994.
-5-
<PAGE> 8
EXECUTIVE COMPENSATION
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 four most highly compensated executive
officers (the "named executives") during each of the last three fiscal years.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation Long Term
Compensation
---------------------------- -------------
Shares All Other
Name and Principal Position Year Salary ($)(1) Bonus ($) Underlying Compensation
Options ($) (2)
- - -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
George A. Schaefer, Jr. 1994 619,333 360,000 40,000 139,555
President and Chief Executive 1993 539,092 260,000 40,000 119,864
Officer 1992 492,578 225,000 30,000 92,475
- - -----------------------------------------------------------------------------------------------------
George W. Landry 1994 335,621 160,000 15,000 70,626
Executive Vice President 1993 299,290 125,000 15,000 63,644
1992 255,914 105,000 10,000 47,250
- - -----------------------------------------------------------------------------------------------------
Stephen J. Schrantz 1994 336,757 175,000 15,000 72,925
Executive Vice President 1993 288,816 125,000 15,000 63,947
1992 236,465 95,000 10,000 43,200
- - -----------------------------------------------------------------------------------------------------
Michael D. Baker 1994 255,221 120,000 7,000 53,469
Senior Vice President 1993 204,595 80,000 7,000 42,689
1992 154,625 70,000 4,000 28,350
- - -----------------------------------------------------------------------------------------------------
Michael K. Keating 1994 255,221 120,000 7,000 54,469
Senior Vice President 1993 204,595 80,000 7,000 43,961
1992 154,625 70,000 4,000 28,350
- - -----------------------------------------------------------------------------------------------------
<FN>
__________________________________________
(1) Included in Base Salary are amounts representing compensation deferred in
1994 to the Non-qualified Deferred Compensation Plan as follows: Mr.
Schaefer, $68,248 and Mr. Landry, $39,652.
(2) All Other Compensation consists solely of the amounts representing the
allocations to each Executive Officer under The Fifth Third Master Profit
Sharing and Non-qualified Deferred Compensation Program.
</TABLE>
-6-
<PAGE> 9
STOCK OPTIONS
The following table sets forth information concerning individual grants of
options to purchase the Company's Common Stock made to the named executives in
1994:
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Potential Realizable
Percent of Value at Assumed Annual
Total Rates of Stock Price
Number of Options Appreciation for Option
Name Shares Granted to Exercise Expiration Term
Underlying Employees or Base Date
Options in Fiscal Price 5% ($) 10% ($)
Granted(1) Year ($/Sh.)
<S> <C> <C> <C> <C> <C> <C>
George A. Schaefer, Jr. 40,000 8.8 52.25 7/19/04 1,314,390 3,330,922
George W. Landry 15,000 3.3 52.25 7/19/04 492,896 1,249,096
Stephen J. Schrantz 15,000 3.3 52.25 7/19/04 492,896 1,249,096
Michael D. Baker 7,000 1.5 52.25 7/19/04 230,018 582,911
Michael K. Keating 7,000 1.5 52.25 7/19/04 230,018 582,911
<FN>
(1) All such options were granted July 19, 1994 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>
The following table sets forth certain information regarding individual
exercises of stock options during 1994 by each of the named executives.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
Shares Number of Shares Underlying Value of Unexercised In-the-
Acquired Unexercised Options at Money Options at 12/31/94
on Value 12/31/94
Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
Name (#) ($) (#) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C>
George A. Schaefer, Jr. 5,793 176,362 102,500 67,500 1,191,248 0
George W. Landry 4,500 139,248 37,875 25,000 474,374 0
Stephen J. Schrantz 2,250 69,624 35,625 25,000 423,124 0
Michael D. Baker 2,250 69,624 15,313 11,500 182,074 0
Michael K. Keating 3,376 95,747 12,500 11,500 117,999 0
</TABLE>
-7-
<PAGE> 10
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, 1994.
<TABLE>
<CAPTION>
SHARES OF COMPANY COMMON STOCK
BENEFICIALLY OWNED
TITLE OF CLASS NAME OF OFFICER NUMBER(1) PERCENT OF CLASS
<S> <C> <C> <C>
Common Stock George A. Schaefer, Jr. 212,517 .3284
Common Stock George W. Landry 93,873 .1451
Common Stock Stephen J. Schrantz 62,401 .0964
Common Stock Michael D. Baker 47,432 .0733
Common Stock Michael K. Keating 22,851 .0353
<FN>
_________________________________________________
(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,
102,500; Mr. Landry, 37,875; Mr. Schrantz, 35,625; Mr. Baker, 15,313; Mr.
Keating, 12,500.
</TABLE>
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:
<TABLE>
PENSION PLAN TABLE
Approximate Annual Retirement Benefit Upon Retirement at Age 65 Before
Adjustments (1) (2) (3)
<CAPTION>
Remuneration(4)(5) 15 20 25 30 35
<S> <C> <C> <C> <C> <C>
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
<FN>
-8-
<PAGE> 11
(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 $118,800 for 1994. Any annual pension benefit accrued
over $118,800 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 24 years of credited service; Mr. Landry, 21 years;
Mr. Schrantz, 11 years; Mr. Baker, 21 years; Mr. Keating, 9 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 1994 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 $150,000 limit is
taken into consideration under The Fifth Third Bancorp Master Retirement
Plan. Compensation in excess of an inflation adjusted $150,000 limit is
taken into account under The Fifth Third Bancorp Supplemental Retirement
Income Plan.
</TABLE>
COMPENSATION OF DIRECTORS
Non-employee directors of the Company receive a single annual retainer of
$10,000 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. Directors who are also employees receive no
additional compensation for service on the Board.
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.
-9-
<PAGE> 12
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 1994 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 four (4) 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 has reviewed the federal legislation limiting the deduction
available for compensation paid to the Company's named executives under
Internal Revenue Code Section 162(m). The Committee will continue to review
the Company's executive compensation plans over the next year to determine what
changes, if any, should be made as a result this limitation. The potential tax
liability from the loss of deductibility over the next year is nominal.
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 fifteen 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 executive officer's
performance and the Company's overall earnings during the preceding year, and
are generally in the median range of the comparison group.
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 1993, the Company's goal was to accomplish its
twenty-first consecutive year of record 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 1994 as compared to 1993.
In 1994, the target bonus could range up to 60% 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 1994, 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.
-10-
<PAGE> 13
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 key personnel
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
454,600 shares, or .703% 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.
CHIEF EXECUTIVE OFFICER'S COMPENSATION AND STOCK OPTION GRANTS
The Committee considered the following factors in determining the base salary
for 1994 for Mr. George A. Schaefer, Jr., President and Chief Executive Officer
of the Company: the Company's success in attaining its profit plan for 1993 as
discussed below and the comparative data for comparable bank holding companies.
Based on these factors, the Committee established Mr. Schaefer's base salary
effective November 16, 1993 at $600,000, which is a 15.4% increase from his
1993 salary level of $520,000. This placed Mr. Schaefer's compensation at or
near the fiftieth percentile of the peer group.
For 1994, Mr. Schaefer was eligible to earn a cash bonus ranging up to 60% 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 to accomplish the
twenty- first consecutive year of record earnings. For 1994, the Company's
earnings increased 18.5% over 1993. Based on these factors, the Committee
determined that Mr. Schaefer earned a bonus of $360,000, which represented 60%
of his base salary for fiscal year 1994.
On July 19, 1994, 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 1994 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 1994,
insurance premiums, amounting to $1,551,954, at competitive rates, for various
coverages were paid to the John J. & Thomas R. Schiff & Company, Inc.,
insurance agency.
-11-
<PAGE> 14
FINANCIAL PERFORMANCE
TOTAL RETURN ANALYSIS
The graph below summarizes the cumulative return experienced by the Company's
shareholders over the years 1989 through 1994, compared to the S&P 500 Stock
Index, the S&P Major Regional Banks and the NASDAQ Banks.
FIFTH THIRD BANCORP VS. MARKET INDICES
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
Fifth Third 100 95 193 233 228 217
S&P Major Regional Banks 100 72 127 161 170 155
S&P 500 100 93 118 123 132 130
Nasdaq 100 65 90 136 176 178
</TABLE>
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
1994 insurance premiums, amounting to $1,551,954, 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 1994,
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 of counsel.
1996 STOCKHOLDER PROPOSALS
In order for Stockholder proposals for the 1996 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, 1995.
-12-
<PAGE> 15
PROPOSAL TO AMEND ARTICLE FOURTH OF
AMENDED ARTICLES OF INCORPORATION
The Board of Directors recommends the amendment of Article Fourth of the
Company's Amended Articles of Incorporation in the manner shown in Annex 1
hereto. The proposed Amendment to Article Fourth would change the number of
authorized shares of the Company's Common Stock from one hundred million
(100,000,000) shares to one hundred forty million (140,000,000) shares. This
change would be effective upon the date of filing of the Amendment to the
Amended Articles with the Secretary of State of the State of Ohio.
The Board of Directors believes that it is in the best interest of the
Company and its Stockholders that the Company have a sufficient number of
authorized but unissued shares available for possible use in future acquisition
and expansion opportunities that may arise, for general corporate needs such as
future stock dividends or stock splits, and for other proper purposes within
the limitations of the law. The Company has no current plans to use its
authorized but unissued shares of Common Stock without par value for any
particular purpose. Such shares would be available for issuance without
further action by the Stockholders, unless otherwise required by applicable
law.
The issuance of additional shares of Common Stock by the Company may
potentially have an anti-takeover effect by making it more difficult to obtain
Stockholder approval of various actions, such as a merger or removal of
management. Additionally, the issuance of additional shares of Common Stock
may, among other things, have a dilutive effect on earnings per share and on
the equity and voting power of existing Stockholders. The terms of any Common
Stock issuance will depend upon the reason for issuance and will be dependent
largely on market conditions and other factors existing at the time. The
increase in authorized shares of Common Stock has not been proposed in
connection with any anti-takeover related purpose and the Board of Directors
and management have no knowledge of any current efforts by anyone to obtain
control of the Company or to effect large accumulations of the Company's Common
Stock.
The resolutions attached to this Proxy Statement as Annex 1 will be submitted
for adoption at the Annual Meeting. The affirmative vote of the holders of
shares of the Common Stock, without par value, of the Company entitling them to
exercise two-thirds of the voting power of such shares is necessary to adopt
the proposed amendment. Proxies will be voted in favor of the resolutions
unless otherwise instructed by the Stockholder. Abstentions and shares not
voted by brokers and other entities holding shares on behalf of the beneficial
owners will have the same effect as votes cast against the Amendment. The
Board of Directors has declared the desirability of its adoption and recommends
a vote for the resolutions.
PROPOSAL TO AMEND THE
AMENDED 1990 STOCK OPTION PLAN
The Board of Directors of the Company, at its meeting on December 20, 1994,
approved an amendment to the Fifth Third Bancorp Amended 1990 Stock Option Plan
(the "1990 Plan"), which was originally approved by the Stockholders at the
1990 annual meeting, and was amended by the Stockholders at the 1992 annual
meeting and 1993 annual meeting. The 1990 Plan permits the granting of options
to key managerial personnel of the Company and its subsidiaries. As originally
adopted, the 1990 Plan also provides that each non-employee Director shall be
granted a non- qualified option on the date such person becomes a Director of
the Company to purchase 1,500 shares of the Company's Common Stock at an option
price equivalent to 100% of the fair market value of the Company's Common Stock
on the effective date of the grant of such options. The 1990 Plan as amended
March 17, 1992 grants every other year commencing in 1993 to each then current
non-employee Director a non-qualified option to purchase 1,500 shares of the
Common Stock of the Company and as amended March 16, 1993, increased the
aggregate number of shares of Common Stock which may be issued under the 1990
Plan by 1 million shares. Under the 1990 Plan, all options are
nontransferable, expire not more than 10 years from the date of grant, except
in the case of death, when they expire one year following death and can be
exercised by the deceased's estate.
The purpose of amending the 1990 Plan is to provide additional shares for
stock options to be granted. The Plan will remain in effect until terminated
by the Board of Directors as originally adopted. The purpose and intent of
-13-
<PAGE> 16
the Plan is to provide key employees and directors of the Company and its
subsidiaries with an incentive to increase their efforts promoting the success
and progress of the Company and the value of the investment of its Stockholders
to enable the Company to continue to attract and retain competent managerial
personnel to fulfill positions of responsibility in all areas of the Company.
The Board believes that the Plan accomplishes these results.
Incentive options first exercisable by an employee in any one year under the
Plan (and all other Plans of the Company) may not exceed $100,000 in value
(determined at the time of grant). In addition, an incentive option granted to
any person who owns 10% or more of the shares of voting stock of the Company
must have an option price of not less than 110% of the fair market value of the
shares at the time of grant and the option must expire not more than five (5)
years after its grant.
Originally, the 1990 Plan provided for 800,000 shares of the Company's Common
Stock in the aggregate, which was amended to 1,200,000 shares as a result of a
3 for 2 stock split in the form of a stock dividend in paid April 15, 1992.
The March 10, 1993 amendment to the 1990 Plan, provided an additional 1,000,000
shares of the Company's Common Stock in the aggregate, available under the 1990
Plan. At December 31, 1994, there were 572,200 shares available under the Plan
as it now exists. With the proposed amendment to the 1990 Plan, there will be
an additional 1,000,000 shares of the Company's Common Stock in the aggregate
available to key employees of the Company and its subsidiaries. The Amendment
will not result in any new Plan benefits to the Company's Directors, Executive
Officers or other employees.
The proposal to approve and adopt the proposed amendment to the 1990 Plan is
contained in the resolution attached to this Proxy Statement as Annex 2, and
will be submitted to the Stockholders for adoption at the Annual Meeting. The
affirmative vote of the holders of a majority of the Company's Common Stock
present in person or by proxy at the Annual Meeting and entitled to vote is
required to adopt the resolution. Proxies will be voted in favor of the
resolution unless otherwise instructed by the Stockholders. Abstentions and
shares not voted by brokers and other entities holding shares on behalf of the
beneficial owners will have the same effect as votes cast against the
Amendment. The Board of Directors recommends a vote for adoption of the
amendment to the 1990 Plan.
AUDITORS
The Board of Directors proposes and recommends that the Stockholders approve
the selection by the Board of the firm of Deloitte & Touche LLP to serve as
independent auditors for the Company for the year 1995. The firm has served as
independent auditors for The Fifth Third Bank since 1970 and the Company since
1975. Representatives of Deloitte & Touche LLP 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 LLP 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.
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
-14-
<PAGE> 17
New or amended language is indicated by underlining
ANNEX 1
PROPOSED AMENDMENT TO ARTICLE FOURTH
OF AMENDED ARTICLES OF INCORPORATION
RESOLVED, That Paragraphs (A) and (A)(1) of Article Fourth of the Amended
Articles of Incorporation of Fifth Third Bancorp be, and they hereby are,
amended in their entirety to read as follows:
"FOURTH; (A) The total authorized number of shares of the corporation is One
Hundred Forty Million Five Hundred Thousand (140,500,000) shares, which
----- --
shall be classified as follows:
(1) One Hundred Forty Million (140,000,000) shares of common stock,
----- --
without par value. Each share of the common stock shall entitle the
holder thereof to one (1) vote on each matter properly submitted to the
stockholders for their vote, consent, waiver, release, or other action,
subject to the provisions of the law with respect to cumulative voting.
RESOLVED, FURTHER, That the proper officers of the Company be and hereby are
authorized and directed to take all actions, execute all instruments, and make
all payments which are necessary or desirable, in their discretion, to make
effective the foregoing amendment to the Amended Articles of Incorporation of
the Company, including, without limitation, filing a certificate of such
amendment with the Secretary of State of Ohio.
New or amended language is indicated by underlining
ANNEX 2
PROPOSED AMENDMENT TO THE
AMENDED 1990 STOCK OPTION PLAN
RESOLVED, that the Fifth Third Bancorp Amended 1990 Stock Option Plan paragraph
4(b), is hereby amended to read as follows:
(b) The aggregate number of shares of Common Stock which may be issued
under this Plan shall not exceed 3,200,000 shares, subject, however, to the
-
adjustment provided in paragraph 10 in the event of stock splits, stock
dividends, exchanges of shares or the like occurring after the Effective
Date. No stock option may be granted under this Plan which could cause such
maximum limit to be exceeded.
-15-
<PAGE> 18
<TABLE>
<CAPTION>
<S> <C>
[LOGO] PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
Fifth Third Bancorp
38 FOUNTAIN SQUARE PLAZA The undersigned hereby appoints John G. Geary, George A. Schaefer, Jr. and Dennis J. Sullivan,
CINCINNATI, OHIO 45263 Jr. 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 21, 1995 at the offices of said Company, William S. Rowe Building,
Cincinnati, Ohio, or at any adjournment 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.
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION of five (5) Class III Directors / / FOR all nominees listed below. / / WITHHOLD AUTHORITY to vote
(except as marked below) for all nominees listed below.
CLASS III - Clement L. Buenger, Gerals V. Dirvin, Ivan W. Garr, Joseph H. Head, Jr., William J. Keating
INSTRUCTION: To withhold authority to vote for any individual nominee, write the nominee's name in the space
provided.
--------------------------------------------------------------------------------------------------------------------
2. PROPOSAL to amend Article Fourth of the Amended Articles of Incorporation to increase the authorized number of shares of
Common Stock, without par value, from 100,000,000 shares to 140,000,000 shares.
/ / FOR / / AGAINST / / ABSTAIN
3. PROPOSAL to adopt an amendment to the Amended 1990 Stock Option Plan to provide that the aggregate number of shares of Common
Stock which may be issued under the Plan shall be inceased by 1,000,000 shares.
/ / FOR / / AGAINST / / ABSTAIN
4. PROPOSAL to approve the appointment of DELOITTE & TOUCHE LLP as independent auditors of the Company.
/ / FOR / / AGAINST / / ABSTAIN
5. PROPOSAL in their discretion, the PROXIES are authorized to vote upon such other business as may properly come before the
meeting.
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
<TABLE>
This PROXY when executed will be vote in the manner directed hereby the undersigned STOCKHOLDER(S).
If no direction is made, this PROXY will be voted FOR Proposals 1, 2, 3, 4 and 5
ALL FORMER PROXIES ARE HEREBY REVOKED.
<CAPTION>
<S> <C>
DATED:______________________________________, 1995
NUMBER OF SHARES
__________________________________________________
(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.)
</TABLE>
