<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 BANK
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FIFTH THIRD BANK,
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
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
[INSERT HEADING]
CINCINNATI, OHIO 45263
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
February 10, 1996
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
19, 1996 at 11:30 a.m. for the purposes of considering and acting upon the
following:
(1) Election of seven (7) Class I Directors to serve until the Annual
Meeting of Stockholders in 1999.
(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
140,000,000 shares to 300,000,000 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 to provide for various changes to the
expiration and vesting sections. The proposed amendment to the Plan is
attached as Annex 2 to the Proxy Statement and incorporated therein by
reference.
(4) Approval of the appointment of the firm of Deloitte & Touche LLP to
serve as independent auditors for the Company for the year 1996.
(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, 1996 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 19, 1996. Each of the 100,447,368 shares of Common Stock
outstanding on February 1, 1996 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, 1996 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 1995, 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, 1995, which number
of shares represents holdings after the 50% stock dividend declared payable
January 12, 1996, to shareholders of record as of December 29, 1995:
<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 20,377,299 (1) 20.16
6200 South Gilmore
Fairfield, Ohio 45014
Common Stock Fifth Third Bancorp 8,555,202 (2) 8.47
Subsidiary Banks
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Common Stock The Western-Southern Life Insurance Co. 6,797,632 (3) 6.73
400 Broadway
Cincinnati, Ohio 45202
Common Stock Ruane, Cunniff & Co., Inc.
767 Fifth Avenue, Suite 4701 6,789,690 6.72
New York, New York 10153
</TABLE>
<PAGE> 4
(1) Cincinnati Financial Corporation owns 15,576,673 shares of the Common
Stock of the Company. Cincinnati Insurance Company, a subsidiary of
Cincinnati Financial Corporation, owns 4,042,500 shares. Cincinnati
Casualty Company, another subsidiary, owns 315,000 shares. Cincinnati
Life Insurance Company, another subsidiary of Cincinnati Financial
Corporation, owns 306,450 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 108,247 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 21,679 shares. Also affiliated is
a trust in which John J. Schiff, Jr. and Thomas R. Schiff are trustees
which owns 6,750 shares.
(2) There are nine wholly-owned bank subsidiaries of the Company, which are
beneficial owners of 4,739,845 shares. The banks hold these shares in a
fiduciary capacity under numerous trust relationships none of which
relates to more than 5% of the shares, and have sole or shared voting
power, and sole or shared investment power over these shares. The banks
also hold shares in a non-discretionary capacity, and disclaim any
beneficial interest in all shares held in these capacities.
(3) The Western-Southern Life Insurance Co. owns 997,082 shares of the Common
Stock of the Company. Waslic Delaware Company II, a subsidiary of The
Western-Southern Life Insurance Co., owns 5,777,775 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 22,775 shares.
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 I expires at the Annual Meeting on March 19, 1996 and this Class contains
the nominees to be elected to serve until the Annual Meeting of Stockholders in
1999. Any vacancies that occur after the Directors are elected may be filled
by the Board of Directors in accordance with law for the remainder of the full
term of the vacant directorship.
The Board of Directors intends to nominate for election as Class I Directors
the seven persons listed below, all of whom are presently serving as Class I
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 seven 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 seven 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 I
Director, all of whom are nominees for re-election at the Annual Meeting, and
with respect to incumbent Directors in Classes II and III of the Board of
Directors who are not nominees for re-election at the Annual Meeting.
-2-
<PAGE> 5
CLASS I DIRECTORS
(Terms Expire 1996)
<TABLE>
<CAPTION>
SHARES OF COMPANY
COMMON STOCK
BENEFICIALLY OWNED ON
DECEMBER 31, 1995(1)
DIRECTOR PERCENT
NAME, AGE AND PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS SINCE NUMBER(4) OF CLASS
============================================================================================================
<S> <C> <C> <C>
MILTON C. BOESEL, JR., 67, Counsel, Ritter, Robinson, McCready & James, 1989 16,172 .0160
Attorneys at Law, Toledo, Ohio, formerly, Ritter, Boesel and Robinson.
THOMAS B. DONNELL, 49, Chairman, The Fifth Third Bank of Northwestern 1984 213,521 .2113
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, 56, President and CEO of The Frank Herschede 1991 9,825 .0098
Company, retailer of jewelry, china, crystal and silver.
WILLIAM G. KAGLER, 63, Retired as Chairman of Skyline Chili Inc., a 1983 23,467 .0232
restaurant and frozen food product manufacturer, since October, 1995.
Formerly, Mr. Kagler was Chairman of the Executive Committee since
November, 1994, and 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 Grand Union Company.
JAMES D. KIGGEN, 63, Chairman and Chief Executive Officer and Director, 1982 35,420 .0350
Xtek, Inc., manufacturer of hardened steel parts, since November, 1995.
Formerly, Mr. Kiggen was Chairman, President and Chief Executive
Officer of Xtek, Inc.
Director of Cincinnati Bell, Inc. and United States Playing Card Co.
MICHAEL H. NORRIS, 59, Retired as President and Director, The Deerfield 1985 24,130 .0239
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., 63, Executive Counselor of Dan Pinger Public 1984 33,396 .0330
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 Associated Insurance Companies, Inc., and Access
Corporation.
CLASS II DIRECTORS
(Terms Expire 1997)
(3) JOHN F. BARRETT, 46, President, CEO and Director of The Western- 1988 22,775 .0225
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, 61, Chairman and Director, Cintas Corporation, a 1982 43,733 .0433
service company that designs, manufactures and implements corporate
identity uniform programs, since August, 1995. Formerly, Mr. Farmer
was Chairman, CEO and Director of Cintas Corporation.
Director of Safety-Kleen Corp.
(2) JOHN D. GEARY, 69, Retired as President, Midland Enterprises Inc., 1977 32,682 .0323
a company engaged in inland waterway transportation.
(3) ROBERT B. MORGAN, 61, President, Chief Executive Officer and 1986 21,697 .0215
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.
</TABLE>
-3-
<PAGE> 6
<TABLE>
<CAPTION>
SHARES OF COMPANY
COMMON STOCK
BENEFICIALLY OWNED ON
DECEMBER 31, 1995(1)
DIRECTOR PERCENT
NAME, AGE AND PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS SINCE NUMBER(4) OF CLASS
=================================================================================================================
<S> <C> <C> <C>
BRIAN H. ROWE, 64, Chairman Emeritus, GE Aircraft Engines, General 1980 23,220 .0230
Electric Company since February, 1995. Previously, Mr. Rowe was
Chairman from September, 1993, and 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.
Director of Atlas Air, Inc., B/E Aerospace and Steward & Stevenson
Services, Inc.
(2) GEORGE A. SCHAEFER, JR., 50, President and Chief Executive Officer 1988 391,900 .3878
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., 52, Chairman and Director, John J. & Thomas R. 1983 108,247 .1071
Schiff & Co., Inc., an insurance agency and Chairman and Director of
Cincinnati Financial Corporation and Cincinnati Insurance Company.
Director of CINergy Corp., Standard Register Co., and Cincinnati
Bengals.
DUDLEY S. TAFT, 55, President and Director, Taft Broadcasting Company, 1981 31,159 .0308
owner and operator of television broadcasting stations since October,
1987.
Director of CINergy Corp., The Union Central Life Insurance Company,
United States Playing Card Co., and The Future Now, Inc.
CLASS III DIRECTORS
(Terms Expire 1998)
(2) CLEMENT L. BUENGER, 69, Retired as Chairman of the Fifth Third 1971 399,900 .3957
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 CINergy Corp.
GERALD V. DIRVIN, 58, Retired April, 1994, as Executive Vice President 1989 14,025 .0139
and Director, The Procter & Gamble Company, manufacturers of household
and consumer products.
Director of Cintas Corporation and Northern Telecom Ltd.
IVAN W. GORR, 66, Retired in October, 1994 as Chairman and CEO, Cooper 1991 9,528 .0094
Tire & Rubber Company, a manufacturer of tires and rubber products.
Director of Amcast Industrial Corporation, Arvin Industries, Inc.,
Cooper Tire & Rubber Company, OHM Corporation, and Borg-Warner
Automotive, Inc.
(2) JOSEPH H. HEAD, JR., 63, Chairman, CEO and Director, Atkins & 1987 68,532 .0678
Pearce, Inc., manufacturer of industrial textiles.
Director of Baldwin Piano & Organ Co.
(2) WILLIAM J. KEATING, 68, Retired Chairman and Publisher, The 1980 65,173 .0645
Cincinnati Enquirer, a regional newspaper.
Director of The Midland Co., and Williamsburg Properties.
JAMES E. ROGERS, 48, Vice Chairman, President, CEO and Director of 1995 2,400 .0024
CINergy Corp., CINergy Services, CG&E and PSI Energy, since December,
1995, and Mr. Rogers was Vice Chairman, President and COO since
October, 1994. Formerly, Mr. Rogers was Chairman, President, and CEO
of PSI Energy.
Director of Bankers Life Holding Company, Duke Realty Investments,
Inc., and A O Irkutsbenergo.
________________________________________________________________________
All Directors and Executive Officers as a Group (27 persons). 2,193,367 2.1703
________________________________________________________________________
</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. The number of shares represents
holdings after the 50% stock dividend declared payable January 12, 1996 to
stockholders of record as of December 29, 1995.
(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 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, 12,938; Mr.
Boesel, 10,688; Mr. Buenger, 4,500; Mr. Dirvin, 12,938; Mr. Donnell, 10,688;
Mr. Farmer, 12,938; Mr. Geary, 9,563; Mr. Gorr, 7,875; Mr. Head, 20,152; Ms.
Herschede, 4,500; Mr. Kagler, 4,500; Mr. Keating, 4,500; Mr. Kiggen, 12,938;
Mr. Morgan, 20,532; Mr. Norris, 7,500; Mr. Rogers, 1,500; Mr. Rowe, 12,938; Mr.
Schaefer, 226,875; Mr. Schiff, 7,875; Mr. Sullivan, 4,500; Mr. Taft, 4,500.
BOARD OF DIRECTORS, ITS COMMITTEES,
MEETINGS AND FUNCTIONS
The Board of Directors of Fifth Third Bancorp met four times during
1995. 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, Geary, Head, Keating, Schaefer and
Sullivan, 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 1995. Fifth Third Bancorp has a Compensation and
Stock Option Committee, consisting of Messrs. Dirvin, Geary, Head and Schiff,
which met twice during 1995. 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 1995. 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 1995 were
Messrs. Barrett, Gorr, Kiggen, Sullivan and Mrs. Herschede.
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 1995
compensation and stock option grants begins on Page 10 herein.
Of the Members of the Board of Fifth Third Bancorp, Messrs. Dirvin,
Farmer, Rowe, Gorr and Rogers, who was appointed in September, 1995, attended
less than 75% of the aggregate meetings of the Board during 1995.
-5-
<PAGE> 8
EXECUTIVE COMPENSATION
Set forth below are tables showing for the Chief Executive Officer and the four
other highest-paid executive officers of the Company: (1) in summary form, the
compensation paid for the last three years; (2) the options granted and options
exercised; and (3) beneficial ownership of the Company's Common Stock. The
share numbers represents holdings after the 50% stock dividend declared payable
January 12, 1996 to stockholders of record as of December 29, 1995.
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.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
=============================================================================================================
Annual Compensation Long Term
Compensation
-------------------------------------------------------------------------------------------------------------
Shares All Other
Name and Principal Position Year Salary ($) Bonus ($) Underlying Compensation
Options ($) (1)
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
George A. Schaefer, Jr. 1995 720,692 410,000 67,500 162,254
President and Chief Executive 1994 619,333 360,000 60,000 139,555
Officer 1993 539,092 260,000 60,000 119,864
-------------------------------------------------------------------------------------------------------------
Stephen J. Schrantz 1995 380,006 195,000 25,500 82,513
Executive Vice President 1994 336,757 175,000 22,500 72,925
1993 288,816 125,000 22,500 63,947
-------------------------------------------------------------------------------------------------------------
George W. Landry 1995 360,770 185,000 25,500 78,318
Executive Vice President 1994 335,621 160,000 22,500 70,626
1993 299,290 125,000 22,500 63,644
-------------------------------------------------------------------------------------------------------------
Michael D. Baker 1995 280,389 150,000 10,500 61,761
Executive Vice President 1994 255,221 120,000 10,500 53,469
1993 204,595 80,000 10,500 42,689
-------------------------------------------------------------------------------------------------------------
Michael K. Keating 1995 279,235 150,000 10,500 61,595
Executive Vice President 1994 255,221 120,000 10,500 54,469
1993 204,595 80,000 10,500 43,961
============================================================================================================
<FN>
(1) 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.
</FN>
</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
1995:
<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. 67,500 7.2 37.33 06/20/05 1,584,800 4,016,195
- ------------------------------------------------------------------------------------------------------------
Stephen J. Schrantz 25,500 2.7 37.33 06/20/05 598,702 1,517,229
- ------------------------------------------------------------------------------------------------------------
George W. Landry 25,500 2.7 37.33 06/20/05 598,702 1,517,229
- ------------------------------------------------------------------------------------------------------------
Michael D. Baker 10,500 1.1 37.33 06/20/05 246,524 624,741
- ------------------------------------------------------------------------------------------------------------
Michael K. Keating 10,500 1.1 37.33 06/20/05 246,524 624,741
============================================================================================================
<FN>
(1) All such options were granted June 20, 1995 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.
</FN>
</TABLE>
The following table sets forth certain information regarding individual
exercises of stock options during 1995 by each of the named executives.
<TABLE>
<CAPTION>
===============================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
- ---------------------------------------------------------------------------------------------------------------
Number of Shares Underlying Value of Unexercised In-the-
Shares Unexercised Options at Money Options at 12/31/95
Acquired 12/31/95
on Value -------------------------------------------------------------
Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
Name (#) ($) (#) (#) ($) ($)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George A. Schaefer, Jr. 0 0 226,875 95,625 4,527,805 1,199,688
- ---------------------------------------------------------------------------------------------------------------
Stephen J. Schrantz 0 0 80,438 36,000 1,601,906 451,500
- ---------------------------------------------------------------------------------------------------------------
George W. Landry 0 0 83,813 36,000 1,709,966 451,500
- ---------------------------------------------------------------------------------------------------------------
Michael D. Baker 0 0 34,970 15,750 693,977 198,625
- ---------------------------------------------------------------------------------------------------------------
Michael K. Keating 0 0 30,750 15,750 558,875 198,625
===============================================================================================================
</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, 1995.
<TABLE>
<CAPTION>
TITLE OF CLASS NAME OF OFFICER NUMBER OF SHARES(1) PERCENT OF CLASS
<S> <C> <C> <C>
Common Stock George A. Schaefer, Jr. 391,900 .3878
Common Stock Stephen J. Schrantz 120,602 .1193
Common Stock George W. Landry 167,577 .1658
Common Stock Michael D. Baker 83,013 .0821
Common Stock Michael K. Keating 46,276 .0458
- --------------------------------------
<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. These individuals
have the right to acquire the shares indicated after their names, upon the
exercise of such stock options: Mr. Schaefer, 226,875; Mr. Schrantz,
80,438; Mr. Landry, 83,813; Mr. Baker, 34,970; Mr. Keating, 30,750.
</FN>
</TABLE>
RETIREMENT PLANS
The following table shows estimated annual benefits payable upon retirement
under The Fifth Third Bancorp Master Retirement Plan (the "Retirement Plan")
and The Fifth Third Bancorp Supplemental Retirement Income Plan (the
"Supplemental Plan") based upon combinations of compensation levels and years
of service:
<TABLE>
<CAPTION>
============================================================================================================
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
- ------------------------------------------------------------------------------------------------------------
<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
- ------------------------------------------------------------------------------------------------------------
</TABLE>
-8-
<PAGE> 11
(1) Benefits shown are computed on the basis of a straight life annuity.
Other available forms of benefits payment under the Retirement Plan,
which are the actuarial equivalent of the straight life annuity, are
the joint and surviving spouse annuity, the contingent annuitant
option, the life - 10 year certain option, and the single lump sum
option. The method of payment from the Supplemental Plan is either a
single lump sum or an installment.
(2) Under the current law, the maximum annual pension benefit payable
under the Internal Revenue Code, applicable to the Retirement Plan, is
$120,000 for 1995. Any annual pension benefit accrued over $120,000
is payable under the Supplemental Plan.
(3) For the purpose of computing a benefit under these Plans on December,
31, 1995, Mr. Schaefer had 25 years of credited service; Mr. Landry,
22 years; Mr. Schrantz, 12 years; Mr. Baker, 22 years; Mr. Keating, 10
years.
(4) The amounts shown are the gross benefit amounts provided by both the
Retirement Plan and the Supplemental Plan. Plan benefits are
determined as 30.5% of final average pay minus 11.1% of the
participant's social security final average compensation (up to his
social security covered compensation) with a reduction of 1/30th for
each year of credited service less than 30. Benefits are also reduced
for termination of service prior to age 60, for a commencement of
benefit payments prior to age 60, and eliminated under the vesting
schedule if the participant has less than five (5) vesting years.
(5) Compensation for retirement benefits calculations under the 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 Supplemental
Plan. The 1995 base 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 Retirement Plan. Compensation in excess of an inflation adjusted
$150,000 limit is taken into account under the Supplemental Plan.
COMPENSATION OF DIRECTORS
Non-employee directors of the Company receive a single annual retainer
of $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 of 1,500 shares (not subject to adjustment for stock
splits, stock dividends and similar events) every other year. In 1995 each
non-employee director received options for 1,500 shares. 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 currently
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.
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 1996. 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 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. The Board of Directors recommends the
adoption of the resolution.
-9-
<PAGE> 12
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 of 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 middle range of the salaries paid by 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 which, if attained, make available an incentive pool for bonus
payments. At the end of 1994, the Company established its 1995 goals to
accomplish its twenty-second consecutive year of increased earnings. The
matrix was established by the Committee to reflect a bonus pool which increased
if incrementally higher earnings resulted in 1995 as compared to 1994. In
1995, 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. No bonuses are paid unless
earnings increase. In 1995, the Company's earnings increased 18% over 1994,
thus 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.
-10-
<PAGE> 13
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
933,975 shares, or .930% 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 1995 for Mr. George A. Schaefer, Jr., President and Chief Executive Officer
of the Company: the Company's success in attaining its profit plan for 1994 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, 1994 at $680,000, which is a 13.3% increase from his
1994 salary level of $600,000. This placed Mr. Schaefer's base salary at or
near the middle of the peer group.
For 1995, 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-second consecutive year of increased earnings. For 1995, the Company's
earnings increased 18% over 1994. Based on these factors, the Committee
determined that Mr. Schaefer earned a bonus of $410,000, which represented 60%
of his base salary for fiscal year 1995.
On June 20, 1995, Mr. Schaefer was granted an option to purchase 67,500
shares of Common Stock of the Company as adjusted for the 50% stock dividend
declared payable January 12, 1996 to stockholders of record as of December 29,
1995. 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 1995 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 Joseph H. Head, Jr. John J. Schiff, Jr.
COMPENSATION AND STOCK OPTION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation and Stock Option Committee members are Gerald V. Dirvin,
John D. Geary, Joseph H. Head, Jr. 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 1995, insurance premiums, amounting to $1,645,722, at
competitive rates, for various coverages were paid to the John J. & Thomas R.
Schiff & Company, Inc., insurance agency.
1997 STOCKHOLDER PROPOSALS
In order for Stockholder proposals for the 1997 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, 1996.
-11-
<PAGE> 14
FINANCIAL PERFORMANCE
TOTAL RETURN ANALYSIS
The graph below summarizes the cumulative return experienced by the Company's
shareholders over the years 1990 through 1995, 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>
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
FIFTH THIRD 100 210 254 247 235 365
S&P MAJOR REGIONAL BANKS 100 178 225 239 227 354
S&P 500 100 130 140 154 156 213
NASDAQ BANKS 100 138 209 270 273 396
</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
1995 insurance premiums, amounting to $1,645,722, 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.
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 forty million
(140,000,000) shares to three hundred million (300,000,000) 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
-12-
<PAGE> 15
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, except as otherwise limited by applicable
law. Among other requirements, Ohio law provides that in connection with a
merger or consolidation, issuance of shares that constitute one-sixth or more
of the Company's voting power in the election of directors would require
further Stockholder approval. The current proposal does not include such
approval.
If additional shares of Common Stock are issued by the Company, it 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 which will be determined by the Company's Board of Directors,
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 19, 1995,
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, 1993 annual meeting, and 1995 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 to
each then current non-employee Director a non-qualified option to purchase
1,500 shares of the Common Stock of the Company. The amendments to the 1990
Plan on March 16, 1993, and on March 21, 1995 each 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 Plan will remain in effect until terminated by the Board of Directors as
originally adopted. The purpose and intent of 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 and 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. The purpose of amending the 1990
Plan is to provide holders of Non-Qualified Options with the entire exercise
period of the original option grant upon the occurrence of certain events and
to provide holders of previously granted Options with the benefit of being
vested in the event of a merger or sale of the Company.
The 1990 Plan provides that Directors receive Non-Qualified Options. Certain
officers of the Company and its subsidiaries may receive both Incentive Stock
Options and Non-Qualified Options since 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). Although
both types of options granted under the 1990 Plan have the same terms and
conditions, they are treated differently for tax purposes at the time the
Options are exercised. Because Incentive Stock Options receive favorable tax
treatment, the exercise period cannot be extended beyond the termination of
employment except in certain limited circumstances. Non-Qualified Options,
however,
-13-
<PAGE> 16
traditionally remain available for exercise until the end of their term,
notwithstanding the Option holder's status with the Company.
The proposed amendment to the 1990 Plan provides that certain
officers, including Executive Officers, may exercise Non-Qualified Stock
Options until the expiration date of the Non-Qualified Stock Option if such
Officer's termination is due to death, retirement or permanent disability, and
provides that Incentive Options may be exercised up to one year following the
date of termination due to permanent disability. The amendment also provides
that if a Non-employee Director ceases to be a director for any reason, the
Options granted may be exercised on or before the expiration of the Option.
The proposed amendment to the 1990 Plan also provides for immediate vesting of
unexercisable options in the event of a merger into or transfer of
substantially all of the Company's assets to another corporation. Currently,
there are no known Executive Officers who have terminated as a result of death,
retirement or permanent disability or any Directors who have resigned and who
will receive the benefit of this 1990 Plan amendment. It is not possible to
determine the extent, if any, to which the proposed amendment will result in
any additional Plan benefits to the Company's Directors and Executive Officers.
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.
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
______________________________
PROPOSED AMENDMENT TO ARTICLE FOURTH ANNEX 1
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 [Three] Hundred Million Five Hundred Thousand
([300,]500,000) shares, which shall be classified as follows:
(1) [Three] Hundred Million ([300,]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.
Language indicated as being shown by underlining in the typeset document is
enclosed in brackets "[" and "]" in the electronic format.
-14-
<PAGE> 17
PROPOSED AMENDMENT TO THE ANNEX 2
AMENDED 1990 STOCK OPTION PLAN
RESOLVED, that the Fifth Third Bancorp Amended 1990 Stock Option Plan Sections
5(c)(i & ii), 5(j) and 11 are hereby amended as follows:
5. (c) [Termination of Option by Reason of Termination of Employment.]
If a Participant's employment with the Company and its Subsidiaries
terminates, the unexercisable portions of all options granted under
this Plan to such Participant shall terminate. The exercisable
portion of such options shall also terminate effective immediately
upon termination of employment except in the following circumstances:
(i) If termination was due to retirement under the
provisions of any retirement plan of the Company or any
Subsidiary, such Incentive Options may be exercised on or
before the earlier of the expiration of the option or three
(3) months following such termination; [and such Non-qualified
Options may be exercised on or before the expiration of the
option following such termination.]
(ii) If termination was due to the death of a Participant
who was an employee of the Company and/or any Subsidiary at
the time of his death [or was due to permanent disability,]
such Incentive Options may be exercised on or before the
earlier of the expiration of the option or one (1) year
following the date of death or [date of termination due to
permanent disability]; and such Non-Qualified Options may be
exercised [on or before the expiration of the Option following
the date of death or date of termination due to permanent
disability.]
(j) [Non-employee Directors]. In order to provide material
incentive to each Non-employee Director, each Non-employee Director
shall be granted a Non-qualified Option, on the date such person
becomes a director of the Company (so long as this Plan is in effect)
to purchase 1,500 shares of Common Stock at an option price equivalent
to one hundred percent (100%) of the fair market value of the Common
Stock on the effective date of the grant of such Option. In addition,
every other year at the Board meeting following the annual
shareholders meeting, commencing in 1993, all Non-employee Directors
then serving on the Board shall receive an automatic issuance of an
option to purchase 1,500 shares of Common Stock; provided, that the
number of shares subject to options issued to Non- employee Directors
who have not served a full two (2) years on the Board shall be
prorated such that those Non-employee Directors shall receive an
option to purchase only a percentage of 1,500 shares commensurate with
the actual portion of the two (2) years that such director served on
the Board. [If a Non-employee Director ceases to be a director for any
reason, the options granted to him under this Plan may be exercised on
or before the expiration of the Option.]
11. MERGER, CONSOLIDATION OR SALE OF ASSETS. In the event the Company
shall consolidate with, merge into, or transfer all or substantially
all of its assets to another corporation or corporations (herein
referred to as "successor employer corporation") [all Options granted
under this Plan shall become immediately exercisable, notwithstanding
the provisions or conditions of any Options which provide for exercise
or vesting in installments.] A successor employer corporation may
obligate itself to continue this Plan and to assume all obligations
under the Plan in a manner consistent with the provisions of Section
425(a) of the Internal Revenue Code of 1986, as amended, or the
provisions of that Section as it may be hereafter amended or as it may
be replaced by any other section or sections of the Internal Revenue
Code of like intent and purpose. In the event that such successor
employer corporation does not obligate itself to continue this Plan as
above provided, this Plan shall terminate upon such consolidation,
merger, or transfer, and any option previously granted hereunder shall
terminate [sixty (60) days following the successor employer
corporation's decision not to continue this Plan.] If practical, the
Company shall give each Participant twenty (20) days prior notice of
any possible transaction which might terminate this Plan and the
options previously granted hereunder.
Language indicated as being shown by underlining in the typeset document is
enclosed in brackets "[" and "]" in the electronic format.
<PAGE> 18
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
<TABLE>
<S> <C>
[LOGO] PROXY The undersigned hereby appoints John D. Geary, George A. Schaefer, Jr. and
FIFTH THIRD BANCORP Joesph H. Head, Jr. and each of them with FULL power of substitution, as
38 FOUNTAIN SQUARE PLAZA proxies to vote, as designated below, FOR and in the name of the undersigned
CINCINNATI, OHIO 45263 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 19, 1996 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>
<S> <C> <C>
1. ELECTION OF SEVEN (7) CLASS I DIRECTORS [ ] FOR ALL NOMINEES LISTED BELOW. [ ] WITHHOLD AUTHORITY TO VOTE
(EXCEPT AS MARKED BELOW) FOR ALL NOMINEES LISTED BELOW.
CLASS I -- Milton C. Boesel, Jr., Thomas B. Donnell, Joan R. Herschede, William G. Kagler, James D. Kiggen, Michael H. Norris,
Dennis J. Sullivan
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 140,000,000 shares to 300,000,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. PROPOSAL to adopt an amendment to the Amended 1990 Stock Option Plan to provide for various changes to the expiration and
vesting sections.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. PROPOSAL to approve the appointment of DELOITTE & TOUCHE LLP as independent auditors of the Company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
</TABLE>
<TABLE>
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<S> <C>
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
THIS PROXY WHEN EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREBY THE UNDERSIGNED STOCKHOLDER(S).
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, 3, AND 4
ALL FORMER PROXIES ARE HEREBY REVOKED.
DATED: ___________________________, 1996
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| NUMBER OF SHARES |
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_________________________________________
(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>
