<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)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] 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:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
[INSERT HEADING]
CINCINNATI, OHIO 45263
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
February 7, 1997
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
18, 1997 at 11:30 a.m. for the purposes of considering and acting upon the
following:
(1) Election of seven (7) Class II Directors to serve until the Annual
Meeting of Stockholders in 2000.
(2) 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 2.5 million shares. The proposed amendment to the
Plan is attached as Annex 1 to the Proxy Statement and incorporated
therein by reference.
(3) Approval of the appointment of the firm of Deloitte & Touche LLP to
serve as independent auditors for the Company for the year 1997.
(4) 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 January 31, 1997 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 18, 1997. Each of the 105,881,698 shares of Common Stock
outstanding on January 31, 1997 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 January 31, 1997 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 1996, 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, 1996:
<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 21,337,017(1) 20.03%
6200 South Gilmore
Fairfield, Ohio 45014
Common Stock Fifth Third Bancorp 8,425,765(2) 7.91%
Subsidiary Banks
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Common Stock Ruane, Cunniff & Co., Inc. 7,093,857 6.66%
767 Fifth Avenue, Suite 4701
New York, New York 10153
Common Stock The Western-Southern Life Insurance Co. 6,797,677(3) 6.38%
400 Broadway
Cincinnati, Ohio 45202
</TABLE>
<PAGE> 4
(1) Cincinnati Financial Corporation owns 16,350,000 shares of the Common Stock
of the Company. Cincinnati Insurance Company, a subsidiary of Cincinnati
Financial Corporation, owns 4,043,000 shares. Cincinnati Casualty Company,
another subsidiary, owns 500,000 shares. Cincinnati Life Insurance Company,
another subsidiary of Cincinnati Financial Corporation, owns 307,000
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
22,020 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 ten wholly-owned bank subsidiaries of the Company, which are
beneficial owners of 4,757,715 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 22,820 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
II expires at the Annual Meeting on March 18, 1997 and this Class contains the
nominees to be elected to serve until the Annual Meeting of Stockholders in
2000. 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 II Directors
the seven persons listed below, all of whom are presently serving as Class II
Directors of the Company. It is the intention of the persons named in the Proxy
to vote for the election of all nominees named. If any nominee(s) shall be
unable to serve, which is not now contemplated, the proxies will be voted for
such substitute nominee(s) as the Board of Directors recommends. Nominees
receiving the 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.
In accordance with the retirement policy of the Board of Directors of the
Company and The Fifth Third Bank, in March, 1996, Mr. Clement L. Buenger
retired, and Mr. John D. Geary has indicated his intention to retire from his
Directorship prior to the Annual Meeting. Mr. Buenger was the former President
and CEO of both the Company and the Bank, and has generously given 27 years of
valuable service to the Company and the Bank as an officer and Director, and Mr.
Geary has generously given 20 years of valuable service to the Company and the
Bank as a Director. Mr. Geary is currently a Class II Director, with a term
expiring on March 18, 1997.
The following tables set forth information with respect to each Class II
Director, all of whom are nominees for re-election at the Annual Meeting, except
for Mr. John D. Geary, and with respect to incumbent Directors in Classes I and
III of the Board of Directors who are not nominees for re-election at the Annual
Meeting.
-2-
<PAGE> 5
<TABLE>
<CAPTION>
CLASS II DIRECTORS
(Terms Expire 1997)
SHARES OF COMPANY
COMMON STOCK
BENEFICIALLY OWNED ON
DECEMBER 31, 1996(1)
DIRECTOR PERCENT
NAME, AGE AND PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS SINCE NUMBER(4) OF CLASS
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
(3) JOHN F. BARRETT, 47, President, CEO and Director of The Western-Southern 1988 22,820 .0214
Life Insurance Co. since March, 1994. Formerly, President and COO, The
Western-Southern Life Insurance Co. Director of Cincinnati Bell, Inc.
RICHARD T. FARMER, 62, Chairman and Director, Cintas Corporation, a service 1982 43,733 .0410
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, 70, Retired as President, Midland Enterprises Inc., a company 1977 32,682 .0307
engaged in inland waterway transportation.
(3) ROBERT B. MORGAN, 62, President, Chief Executive Officer and Director of 1986 22,020 .0207
Cincinnati Financial Corporation and Cincinnati Insurance Company.
BRIAN H. ROWE, 65, Chairman Emeritus, GE Aircraft Engines, General Electric 1980 22,886 .0215
Company since February, 1995. Previously, Mr. Rowe was Chairman from
September, 1993, and was President and CEO, GE Aircraft Engines, General
Electric Company.
Director of Atlas Air, Inc., B/E Aerospace, Cincinnati Bell, Inc., Canadian
Marconi Company, Steward & Stevenson Services, Inc., and Textron, Inc.
(2) GEORGE A. SCHAEFER, JR., 51, President and Chief Executive Officer of 1988 437,923 .4110
Fifth Third Bancorp and The Fifth Third Bank. Director of Anthem Insurance
Companies, Inc.
(3) JOHN J. SCHIFF, JR., 53, Retired as Chairman of John J. & Thomas R. Schiff 1983 108,247 .1016
& Co., Inc., an insurance agency in December, 1996. Chairman and Director of
Cincinnati Financial Corporation and Cincinnati Insurance Company.
Director of CINergy Corp., Standard Register Co., and Cincinnati Bengals.
DUDLEY S. TAFT, 56, President and Director, Taft Broadcasting Company, owner 1981 31,159 .0292
and operator of television broadcasting stations.
Director of CINergy Corp., The Union Central Life Insurance Company, United
States Playing Card Co., and The Tribune Company.
CLASS III DIRECTORS
(Terms Expire 1998)
GERALD V. DIRVIN, 59, Retired April, 1994, as Executive Vice President and 1989 14,025 .0132
Director, The Procter & Gamble Company, manufacturers of household and consumer
products.
Director of Cintas Corporation and Northern Telecom Ltd.
IVAN W. GORR, 67, Retired in October, 1994 as Chairman and CEO, Cooper Tire & 1991 9,528 .0089
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., 64, Chairman, CEO and Director, Atkins & Pearce, 1987 68,533 .0643
Inc., manufacturer of industrial textiles.
Director of Baldwin Piano & Organ Co.
</TABLE>
-3-
<PAGE> 6
<TABLE>
<CAPTION>
SHARES OF COMPANY
COMMON STOCK
BENEFICIALLY OWNED ON
DECEMBER 31, 1996(1)
DIRECTOR PERCENT
NAME, AGE AND PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS SINCE NUMBER(4) OF CLASS
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
(2) WILLIAM J. KEATING, 69, Retired Chairman and Publisher, The Cincinnati 1980 65,173 .0612
Enquirer, a regional newspaper.
Director of The Midland Co.
JAMES E. ROGERS, 49, Vice Chairman, President, CEO and Director of CINergy 1995 2,400 .0023
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, and Duke Realty Investments, Inc.
CLASS I DIRECTORS
(TERMS EXPIRE 1999)
MILTON C. BOESEL, JR., 68, Counsel, Ritter, Robinson, McCready & James, 1989 15,152 .0142
Attorneys at Law, Toledo, Ohio, formerly, Ritter, Boesel and Robinson.
THOMAS B. DONNELL, 50, Chairman, The Fifth Third Bank of Northwestern 1984 217,084 .2038
Ohio, National Association (Toledo, Ohio).
JOAN R. HERSCHEDE, 57, President and CEO of The Frank Herschede Company, 1991 9,825 .0092
an investment holding company.
WILLIAM G. KAGLER, 64, Retired as Chairman of Skyline Chili Inc., a restaurant 1983 23,466 .0220
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, 64, Chairman and Chief Executive Officer and Director, Xtek, 1982 36,414 .0342
Inc., manufacturer of hardened steel parts, since November, 1995. Formerly,
Mr. Kiggen was Chairman, President, CEO and Director of Xtek, Inc.
Director of Cincinnati Bell, Inc., United States Playing Card Co., and
R.A. Jones & Co., Inc.
MICHAEL H. NORRIS, 60, Retired as President and Director, The Deerfield 1985 24,130 .0226
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., 64, Executive Counselor of Dan Pinger Public 1984 31,476 .0295
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 Anthem Insurance Companies, Inc., and Access Corporation.
- ----------------------------------------------------------------------------------------------------------------------------
All Directors and Executive Officers as a Group (24 persons). 1,705,943 1.6012
- -------------------------------------------------------------------------------
</TABLE>
(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 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
-4-
<PAGE> 7
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, 7,875;
Mr. Dirvin, 12,938; Mr. Donnell, 14,251; Mr. Farmer, 12,938; Mr. Geary, 9,563;
Mr. Gorr, 7,875; Mr. Head, 20,533; Ms. Herschede, 0; Mr. Kagler, 4,500; Mr.
Keating, 4,500; Mr. Kiggen, 12,938; Mr. Morgan, 12,938; Mr. Norris, 4,500; Mr.
Rogers, 2,250; Mr. Rowe, 12,938; Mr. Schaefer, 240,000; Mr. Schiff, 0; Mr.
Sullivan, 0; Mr. Taft, 4,500.
BOARD OF DIRECTORS, ITS COMMITTEES,
MEETINGS AND FUNCTIONS
The Board of Directors of Fifth Third Bancorp met four times during 1996.
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. Geary, Head, Keating, Schaefer, Schiff 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 met three
times in 1996. Fifth Third Bancorp has a Compensation and Stock Option
Committee, consisting of Messrs. Dirvin, Geary, Head and Schiff, which met three
times during 1996. 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 1996. 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 1996 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 1996 compensation and
stock option grants begins on Page 10 herein.
Of the Members of the Board of Fifth Third Bancorp, Messrs. Gorr, Kagler,
Rogers and Rowe attended less than 75% of the aggregate meetings of the Board
during 1996.
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.
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.
-5-
<PAGE> 8
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
===================================================================================================================================
Annual Compensation Long Term
Compensation
- -----------------------------------------------------------------------------------------------------------------------------------
Shares All Other
Underlying Compensation
Name and Principal Position Year Salary ($) Bonus ($) Options ($) (1)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
George A. Schaefer, Jr. 1996 783,537 608,000 65,000 194,815
President and Chief Executive 1995 720,692 410,000 67,500 162,254
Officer 1994 619,333 360,000 60,000 139,555
- -----------------------------------------------------------------------------------------------------------------------------------
Stephen J. Schrantz 1996 411,063 240,000 25,000 91,149
Executive Vice President 1995 380,006 195,000 25,500 82,513
1994 336,757 175,000 22,500 72,925
- -----------------------------------------------------------------------------------------------------------------------------------
George W. Landry 1996 385,524 210,000 25,000 83,373
Executive Vice President 1995 360,770 185,000 25,500 78,318
1994 335,621 160,000 22,500 70,626
- -----------------------------------------------------------------------------------------------------------------------------------
Michael D. Baker 1996 305,383 190,000 25,000 69,354
Executive Vice President 1995 280,389 150,000 10,500 61,761
1994 255,221 120,000 10,500 53,469
- -----------------------------------------------------------------------------------------------------------------------------------
Michael K. Keating 1996 309,133 190,000 25,000 69,879
Executive Vice President 1995 279,235 150,000 10,500 61,595
1994 255,221 120,000 10,500 54,469
===================================================================================================================================
<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.
</TABLE>
STOCK OPTIONS
The following table sets forth information concerning individual grants of
options to purchase the Company's Common Stock made to the named executives in
1996:
<TABLE>
<CAPTION>
====================================================================================================================================
OPTION GRANTS IN LAST FISCAL YEAR
- ------------------------------------------------------------------------------------------------------------------------------------
Potential Realizable
Percent of Value at Assumed
Total Annual Rates of Stock
Number of Options Price Appreciation for
Name Shares Granted to Exercise Expiration Option Term
Underlying Employees or Base Date
Options in Fiscal Price
Granted(1) Year ($/Sh.)
---------------------------------
5% ($) 10% ($)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George A. Schaefer, Jr. 65,000 6.1 52.75 7/18/06 2,156,322 5,464,544
- ------------------------------------------------------------------------------------------------------------------------------------
Stephen J. Schrantz 25,000 2.4 52.75 7/18/06 829,355 2,101,748
- ------------------------------------------------------------------------------------------------------------------------------------
George W. Landry 25,000 2.4 52.75 7/18/06 829,355 2,101,748
- ------------------------------------------------------------------------------------------------------------------------------------
Michael D. Baker 25,000 2.4 52.75 7/18/06 829,355 2,101,748
- ------------------------------------------------------------------------------------------------------------------------------------
Michael K. Keating 25,000 2.4 52.75 7/18/06 829,355 2,101,748
====================================================================================================================================
<FN>
(1) All such options were granted July 18, 1996 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. In the
</TABLE>
-6-
<PAGE> 9
event the Company shall consolidate with, merge into, or transfer all or
substantially all of its assets to another corporation, then all Options granted
under this Plan shall become immediately exercisable. 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.
The following table sets forth certain information regarding individual
exercises of stock options during 1996 by each of the named executives.
<TABLE>
<CAPTION>
===================================================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
- -----------------------------------------------------------------------------------------------------------------------------------
Shares Number of Shares Value of Unexercised In-the-
Acquired Underlying Money Options at 12/31/96
on Value Unexercised Options at
Exercise Realized 12/31/96
Name (#) ($)
-----------------------------------------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
(#) (#) ($) ($)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George A. Schaefer, Jr. 33,750 1,162,438 240,000 113,750 7,403,742 1,933,674
- -----------------------------------------------------------------------------------------------------------------------------------
Stephen J. Schrantz 11,813 393,493 89,625 43,375 2,810,757 733,805
- -----------------------------------------------------------------------------------------------------------------------------------
George W. Landry 8,438 244,155 89,625 43,375 2,810,757 733,805
- -----------------------------------------------------------------------------------------------------------------------------------
Michael D. Baker 4,220 141,097 38,625 32,875 1,200,320 458,774
- -----------------------------------------------------------------------------------------------------------------------------------
Michael K. Keating 9,000 301,937 29,625 32,875 805,008 458,774
===================================================================================================================================
</TABLE>
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, 1996.
<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. 437,923 .4136
Common Stock Stephen J. Schrantz 137,127 .1295
Common Stock George W. Landry 185,202 .1749
Common Stock Michael D. Baker 90,788 .0857
Common Stock Michael K. Keating 54,150 .0511
<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, 240,000; ; Mr. Schrantz,
89,625; ; Mr. Landry, 89,625; Mr. Baker, 38,625; Mr. Keating, 29,625.
</TABLE>
-7-
<PAGE> 10
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>
$ 300,000............... 44,585 59,449 74,305 89,169 89,169
400,000............... 59,835 79,783 99,720 119,669 119,669
500,000............... 75,085 100,118 125,136 150,169 150,169
600,000............... 90,334 120,452 150,551 180,669 180,669
700,000............... 105,584 140,786 175,967 211,169 211,169
800,000............... 120,335 160,447 200,558 240,670 240,670
900,000............... 135,585 180,780 225,975 271,170 271,170
1,000,000............... 150,835 201,113 251,392 301,670 301,670
1,100,000............... 166,085 221,447 276,808 332,170 332,170
1,200,000............... 181,335 241,780 302,225 362,670 362,670
1,300,000............... 196,585 262,113 327,642 393,170 393,170
1,400,000............... 211,835 282,447 353,058 423,670 423,670
1,500,000............... 227,085 302,780 378,475 454,170 454,170
1,600,000............... 242,335 323,113 403,892 484,670 484,670
1,700,000............... 257,585 343,447 429,308 515,170 515,170
1,800,000............... 272,835 363,780 454,725 545,670 545,670
<FN>
(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
1996. 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,
1996, Mr. Schaefer had 26 years of credited service; Mr. Landry, 23 years;
Mr. Schrantz, 13 years; Mr. Baker, 23 years; Mr. Keating, 11 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 benefit calculations under the Retirement Plan
is defined as the base rate of pay plus variable compensation and is based
on the final average pay for the highest five consecutive years out of the
ten years preceding retirement. The 1996 base pay plus 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.
</TABLE>
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<PAGE> 11
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 1997 each non-employee
director will receive 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.
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.
Internal Revenue Code Section 162(m) limits the Company's tax deduction for
certain compensation paid to named executives to $1 million in any one tax year.
The Committee has reviewed this legislation and deferred any action to exempt
compensation paid under existing executive plans. The Committee retains the
discretion to recommend to shareholders the approval of plans which would meet
both the criteria for deductibility under Section 162(m) and the strategic goals
of the Company. Any non-deductible amounts paid under existing executive plans
are not expected to be significant.
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 1995, the Company established its 1996 goals to
accomplish its twenty-third 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 1996 as compared to 1995. In 1996, the
target bonus could range up to 80% of base salary depending on the executive
officer's position. However, if the Bancorp goals are not met, individual
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<PAGE> 12
bonuses are reduced proportionately. No bonuses are paid unless earnings
increase. In 1996, the Company's earnings increased 20% over 1995, 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.
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 1,058,000 shares, or .999% 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 1996 for Mr. George A. Schaefer, Jr., President and Chief Executive Officer
of the Company: the Company's success in attaining its profit plan for 1995 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 20, 1995 at $760,000, which is a 11.8% increase from his 1995
salary level of $680,000. This placed Mr. Schaefer's base salary at or near the
middle of the peer group.
For 1996, Mr. Schaefer was eligible to earn a cash bonus ranging up to 80% 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-third
consecutive year of increased earnings. For 1996, the Company's earnings
increased 20% over 1995. Based on these factors, the Committee determined that
Mr. Schaefer earned a bonus of $608,000, which represented 80% of his base
salary for fiscal year 1996.
On July 18, 1996, Mr. Schaefer was granted an option to purchase 65,000
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 1996 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.
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<PAGE> 13
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. In December, 1996,
Mr. Schiff retired as Chairman of John J. & Thomas R. Schiff & Company, Inc., an
insurance agency through which the Company acquires certain insurance coverages.
During 1996, insurance premiums, amounting to $1,643,015, at competitive rates,
for various coverages were paid to the John J. & Thomas R. Schiff & Company,
Inc., insurance agency.
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 1997. 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.
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
1996 insurance premiums, amounting to $1,643,015, at competitive rates, for
various coverages for the Company were paid to the John J. & Thomas R. Schiff &
Company, Inc., of which Mr. Schiff was Chairman until he retired in
December, 1996.
1998 STOCKHOLDER PROPOSALS
In order for Stockholder proposals for the 1998 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, 1997.
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<PAGE> 14
FINANCIAL PERFORMANCE
TOTAL RETURN ANALYSIS
The graphs below summarizes the cumulative return experienced by the
Company's shareholders over the years 1991 through 1996, and 1986 through 1996,
respectively, compared to the S&P 500 Stock Index, the S&P Major Regional Banks
and the NASDAQ Banks.
FIFTH THIRD BANCORP VS. MARKET INDICES
- ------------------------------------------------------------------
5 YEAR GRAPH
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
FIFTH THIRD 100 121 118 112 176 231
S&P MAJOR REGIONAL BANKS 100 127 135 127 200 274
S&P 500 100 108 118 120 165 203
NASDAQ BANKS 100 152 197 199 288 363
</TABLE>
FIFTH THIRD BANCORP VS. MARKET INDICES
------------------------------------------------------------------
10 YEAR GRAPH
<TABLE>
<CAPTION>
1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FIFTH THIRD 100 117 158 193 183 386 468 457 434 679 890
S&P MAJOR REGIONAL BANKS 100 117 79 136 167 172 157 238 315
S&P 500 100 105 123 161 156 204 219 241 244 336 413
NASDAQ BANKS 100 95 106 95 62 85 129 167 169 245 309
</TABLE>
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<PAGE> 15
PROPOSAL TO AMEND THE
AMENDED 1990 STOCK OPTION PLAN
The Board of Directors of the Company, at its meeting on December 17, 1996,
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, the 1995 annual meeting, and the 1996 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, and as amended March 21, 1995, increased the aggregate
number of shares of Common Stock which may be issued under the 1990 Plan by 1
million shares. The 1990 Plan, as amended March 19, 1996, provided for various
changes to the expiration and vesting sections. 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 or permanent disability, when they expire one year
following date of death or permanent disability 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 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. The March 21, 1995 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 and which was amended to 4,800,000 shares as a result of a 3 for 2
stock split in the form of a stock dividend paid January 12, 1996. At December
31, 1996, there were 434,652 shares available under the Plan as it now exists.
With the proposed amendment to the 1990 Plan, there will be an additional
2,500,000 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 1, 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.
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<PAGE> 16
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
- -----------------------------------
New or amended language is indicated by underlining
PROPOSED AMENDMENT TO THE ANNEX 1
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 7,300,000 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.
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<PAGE> 17
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS.
5/3 PROXY The undersigned hereby appoints Joseph H. Head,
Jr., James D. Kiggen and Dennis J. Sullivan and
Fifth Third Bancorp each of them, with FULL power of substitution, as
38 FOUNTAIN SQUARE PLAZA proxies to vote, as designated below, FOR and in
CINCINNATI, OH 45263 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 18, 1997 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.
1. ELECTION of seven (7) Class II Directors
[ ] FOR all nominees listed below. [ ] WITHHOLD AUTHORITY to vote
for all nominees listed below.
CLASS II--John F. Barrett, Richard T. Farmer, Robert B. Morgan, Brian H.
Rowe, George A. Schaefer, Jr., John J. Schiff, Jr., Dudley S. Taft
INSTRUCTION: To withhold authority to vote for any individual nominee, write
the nominees name in the space below.
2. PROPOSAL 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
2.5 million shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. PROPOSAL to approve an appointment of DELOITTE & TOUCHE LLP as independent
auditors of the Company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Logo) Fifth Third Bancorp
Corporate Trust Services
15th Floor
38 Fountain Square Plaza
Cincinnati, OH 45263
.................. ..........detach here................................
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 and 3.
ALL FORMER PROXIES ARE HEREBY REVOKED.
NUMBER OF SHARES
DATED: , 1997
--------------------
<PAGE> 18
---------------------------------
(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.)
