<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>
[X] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
FIFTH THIRD BANCORP
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FIFTH THIRD BANCORP
(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)(1) 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
[FIFTH THIRD BANCORP LOGO]FIFTH THIRD BANCORP
CINCINNATI, OHIO 45263
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
February 9, 1999
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 Fifth Third Bank, William S.
Rowe Building, 38 Fountain Square Plaza, Cincinnati, Ohio on Tuesday, March 16,
1999 at 11:30 a.m. for the purposes of considering and acting upon the
following:
(1) Election of 6 Class I Directors to serve until the Annual Meeting of
Stockholders in 2002.
(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
300,000,000 shares to 500,000,000 shares. The proposed Amendment 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 1999.
(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 February 1, 1999 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 16, 1999 (the "Meeting"). Each of the shares of
Common Stock outstanding on February 1, 1999 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, 1999 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 1998, 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, 1998:
<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 48,661,259(1) 18.23%
6200 South Gilmore
Fairfield, Ohio 45014
Common Stock Fifth Third Bancorp 17,867,319(2) 6.69%
Subsidiary Banks
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Common Stock Ruane, Cunniff & Co., Inc. 15,043,100 5.64%
767 Fifth Avenue, Suite 4701
New York, New York 10153
Common Stock The Western-Southern Life Insurance Co. 14,826,086(3) 5.55%
400 Broadway
Cincinnati, Ohio 45202
</TABLE>
<PAGE> 4
- ---------------
(1) Cincinnati Financial Corporation owns 37,397,650 shares of the Common Stock
of the Company. Cincinnati Insurance Company, a subsidiary of Cincinnati
Financial Corporation, owns 9,275,097 shares. Cincinnati Casualty Company,
another subsidiary, owns 946,653 shares. Cincinnati Life Insurance Company,
another subsidiary of Cincinnati Financial Corporation, owns 690,750 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 246,929 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 52,925
shares. Also affiliated is a trust in which John J. Schiff, Jr. and Thomas
R. Schiff are trustees which owns 51,255 shares.
(2) There are nine wholly-owned bank subsidiaries of the Company, which are
beneficial owners of 7,146,809 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 1,499,764 shares of the Common
Stock of the Company. Waslic Company, a subsidiary of The Western-Southern
Life Insurance Co., owns 12,527,493 shares. Western-Southern Separate
Account A, a subsidiary of the Western-Southern Life Insurance Co., owns
568,797 shares. Western-Southern Foundation, Inc., a subsidiary of
Western-Southern Life Insurance Co., owns 174,871 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 55,161 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 16, 1999 and this Class contains
the nominees to be elected to serve until the Annual Meeting of Stockholders in
2002. 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 six 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 six 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 six 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 June, 1998 Milton C. Boesel, Jr. retired as a Director and in September,
1998 Ivan W. Gorr retired as a Director. Both Mr. Boesel and Mr. Gorr generously
gave many years of valuable service to the Company as Directors. Allen M. Hill
was elected to fill the Directorship left vacant by Mr. Gorr's retirement. In
addition, David E. Reese was elected to fill the Directorship left vacant by Mr.
Boesel's retirement. Jerry L. Kirby and Donald B. Schackelford were also elected
to fill Directorships which had been left vacant by previous retirements.
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 1999)
<TABLE>
<CAPTION>
SHARES OF COMPANY
COMMON STOCK
BENEFICIALLY OWNED ON
DECEMBER 31, 1998(1)
-----------------------
DIRECTOR PERCENT
NAME, AGE AND PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS SINCE NUMBER(4) OF CLASS
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
THOMAS B. DONNELL(2), 52, Chairman, Fifth Third Bank, 1984 510,941 .1914
Northwestern Ohio, National Association (Toledo, Ohio).
JOAN R. HERSCHEDE, 59, President and CEO of The Frank 1991 25,480 .0095
Herschede Company, an investment holding company.
WILLIAM G. KAGLER, 66, Retired as Chairman of Skyline Chili 1983 53,886 .0202
Inc., a 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 was President, CEO and Director of Skyline Chili, Inc.
from 1984-1992. Previously, Mr. Kagler served as President of
Kagler & Associates, Inc., a consulting firm, and President
of the Kroger Co.
Director of The Union Central Life Insurance Company and The
Ryland Group, Inc.
JAMES D. KIGGEN, 66, Chairman and Director, Xtek, Inc., 1982 87,811 .0329
manufacturer of hardened steel parts, since November, 1995.
Formerly, Mr. Kiggen was Chairman, President, CEO and
Director of Xtek, Inc.
Chairman of the Board of Directors of Cincinnati Bell Inc.
and Director United States Playing Card Co.
DAVID E. REESE, 58, Chairman, Fifth Third Bank, Southwest, 1998 521,840 .1955
F.S.B. Formerly Vice Chairman of State Savings Company from
July, 1972 to June, 1998, and Chairman of State Savings Bank,
F.S.B. from June 1992 to June 1998. Mr. Reese was also
Chairman of Sundance Broadcasting, Inc., owner of commercial
radio stations, from 1987 to 1996, and Sundance Broadcasting
of Idaho, Inc., owner of commercial radio stations, from 1978
to 1996.
DENNIS J. SULLIVAN, JR.(2), 66, Executive Counselor of Dan 1984 65,532 .0246
Pinger Public 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, Inc., and Kalthoff
International, Inc.
CLASS II DIRECTORS
(TERMS EXPIRE 2000)
JOHN F. BARRETT(3), 49, President, CEO and Director of The 1988 55,161 .0205
Western-Southern Life Insurance Co. since March, 1994. For-
merly, President and COO, The Western-Southern Life Insurance
Co.
Director of Cincinnati Bell Inc. and Andersons, Inc.
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
SHARES OF COMPANY
COMMON STOCK
BENEFICIALLY OWNED ON
DECEMBER 31, 1998(1)
-----------------------
DIRECTOR PERCENT
NAME, AGE AND PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS SINCE NUMBER(4) OF CLASS
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
RICHARD T. FARMER, 64, Chairman and Director, Cintas 1982 101,777 .0381
Corporation, a 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.
ROBERT B. MORGAN(3), 64, President, Chief Executive Officer 1986 52,925 .0198
and Director of Cincinnati Financial Corporation and
Cincinnati Insurance Company.
BRIAN H. ROWE, 67, Chairman Emeritus, GE Aircraft Engines, 1980 56,672 .0212
General Electric 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, Convergys
Corporation, Canadian Marconi Company, Stewart & Stevenson
Services, Inc., Textron Inc., and Dynatech Corporation.
GEORGE A. SCHAEFER, JR.(2), 53, President and Chief Exec- 1988 1,319,376 .4942
utive Officer of Fifth Third Bancorp and Fifth Third Bank.
Director of Anthem Insurance, Inc.
JOHN J. SCHIFF, JR.(2),(3), 55, Chairman and Director of 1983 246,929 .0925
Cincinnati Financial Corporation and Cincinnati Insurance
Company. Retired as Chairman of John J. & Thomas R. Schiff &
Co., Inc., an insurance agency in December, 1996.
Director of CINergy Corp., Standard Register Co., Cincinnati
Bengals and John J. & Thomas R. Schiff & Co., Inc.
DONALD B. SHACKELFORD, 66, Chairman, Fifth Third Bank, 1998 2,075,256 .7775
Central Ohio since June, 1998. Formerly, Vice Chairman of
State Savings Company and Chairman of State Savings Bank.
Director of the Limited, Inc., The Progressive Corporation,
Worthington Foods, Inc. and Intimate Brands, Inc.
DUDLEY S. TAFT, 58, President and Director, Taft Broadcasting 1981 59,983 .0225
Company, investor in entertainment and media properties.
Director of Cinergy Corp., The Union Central Life Insurance
Company, United States Playing Card Co., and The Tribune
Company.
CLASS III DIRECTORS
(TERMS EXPIRE 2001)
DARRYL F. ALLEN, 55, Chairman, CEO and President, Aero- 1997 1,350 .0005
quip-Vickers, Inc., formerly known as Trinova Corporation, a
manufacturer and distributor of engineered components for
industry, automotive, aerospace and defense.
Director of Milacron, Inc.
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
SHARES OF COMPANY
COMMON STOCK
BENEFICIALLY OWNED ON
DECEMBER 31, 1998(1)
-----------------------
DIRECTOR PERCENT
NAME, AGE AND PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS SINCE NUMBER(4) OF CLASS
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
GERALD V. DIRVIN, 61, Retired April, 1994, as Executive Vice 1989 34,934 .0131
President and Director, The Procter & Gamble Company, manu-
facturers of household and consumer products.
Director of Cintas Corporation and Northern Telecom Ltd.
JOSEPH H. HEAD, JR.(2), 66, Chairman and Director, Atkins & 1987 144,096 .0540
Pearce, Inc., manufacturer of industrial textiles.
Director of Baldwin Piano & Organ Co., Hilltop Basic
Resources, Inc., Rotex, Inc., Sabin Robbins Paper Co. and
Robbins Inc.
ALLEN M. HILL, 53, CEO and President of DPL Inc. and its 1998 34,181 .0128
subsidiary The Dayton Power and Light Company.
JERRY L. KIRBY, 64, Chairman of Fifth Third Bank, Western 1998 245,455 .0920
Ohio. Formerly Chairman, President and CEO of Citfed Bancorp
and Citizens Federal Bank.
Director of Roberds Inc.
DR. MITCHEL D. LIVINGSTON, 54, Vice President for Student 1997 3,670 .0014
Affairs and Human Resources, University of Cincinnati.
Formerly, Dr. Livingston was Vice President for Student
Services, University of Albany.
JAMES E. ROGERS, 51, Vice Chairman, President, CEO and 1995 7,932 .0030
Director of Cinergy Corp., CINergy Services, CG&E and PSI
Energy, since December, 1995, and Mr. Rogers was Vice Chair-
man, President and COO since October, 1994. Formerly, Mr.
Rogers was Chairman, President and CEO of PSI Energy.
Director of Duke Realty Investments, Inc.
All Directors and Executive Officers as a Group (26 persons). 6,967,248 2.6103
</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 individuals have the right to acquire the shares indicated after
their names, upon the exercise of such stock options: Mr. Allen, 1,125; Mr.
Barrett, 32,489; Mr. Dirvin, 32,489; Mr. Donnell, 45,191; Mr. Farmer,
32,489; Mr. Head, 21,096; Ms. Herschede, 3,375; Mr. Hill, 9,045; Mr. Kagler,
8,438; Mr. Kiggen, 32,489; Mr. Kirby, 166,172; Mr. Livingston, 2,357; Mr.
Morgan, 21,096; Mr. Reese, 18,750; Mr. Rogers, 7,595; Mr. Rowe, 32,489; Mr.
Schaefer, 801,565; Mr. Schiff, 3,375; Mr. Shackelford, 18,750; Mr. Sullivan,
0; Mr. Taft, 13,501.
5
<PAGE> 8
BOARD OF DIRECTORS, ITS COMMITTEES,
MEETINGS AND FUNCTIONS
The Board of Directors of the Company met times during 1998. Except
for Messrs. Allen, Donnell, Hill, Kirby, Reese and Shackelford, each of the
Directors of the Company is also a member of the Board of Directors of Fifth
Third Bank which met times during 1998. The Company has an Executive
Committee consisting of Messrs. Donnell, Head, 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 the Company, but
reserves its function for emergency purposes. The Executive Committee met
times in 1998. The Company has a Compensation and Stock Option Committee, which
consisted of Messrs. Head and Rogers, and met three (3) times during 1998. 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 the Company serves in a dual capacity as the Audit
Committee of 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 1998. 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 1998 were Messrs.
.
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 1998 compensation and
stock option grants begins on Page 10 herein.
Of the Members of the Board of the Company, Messrs. attended
less than 75% of the aggregate meetings of the Board during 1998.
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.
6
<PAGE> 9
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
----------------------- ------------
SHARES
UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS (1) COMPENSATION ($)(2)
- -------------------------------- ---- ---------- --------- ------------ -------------------
<S> <C> <C> <C> <C> <C>
George A. Schaefer, Jr.......... 1998
President and Chief Executive 1997
Officer 1996
Stephen J. Schrantz............. 1998
Executive Vice President 1997
1996
Michael D. Baker................ 1998
Executive Vice President 1997
1996
Michael K. Keating.............. 1998
Executive Vice President 1997
1996
Robert J. King, Jr.............. 1998
Executive Vice President 1997
1996
</TABLE>
- ---------------
(1) Adjusted for three-for-two split on July 15, 1997 and April 15, 1998.
(2) All Other Compensation consists solely of the amounts representing the
allocations to each Executive Officer under The Fifth Third Master Profit
Sharing and Non-qualified Deferred Compensation Program.
STOCK OPTIONS
The following table sets forth information concerning individual grants of
options to purchase the Company's Common Stock made to the named executives in
1998:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
PERCENT OF
NUMBER TOTAL OPTIONS POTENTIAL REALIZABLE
OF SHARES GRANTED TO EXERCISE VALUE AT ASSUMED
UNDERLYING EMPLOYEES OR ANNUAL RATES OF STOCK
OPTIONS IN FISCAL BASE PRICE EXPIRATION PRICE APPRECIATION
NAME GRANTED(1) YEAR ($/SH.) DATE FOR OPTION TERM
---- ---------- ------------- ---------- ---------- ----------------------
5%($) 10%($)
--------- ----------
<S> <C> <C> <C> <C> <C> <C>
George A. Schaefer, Jr.....
Stephen J. Schrantz........
Michael D. Baker...........
Michael K. Keating.........
Robert J. King, Jr.........
</TABLE>
- ---------------
(1) All such options were granted March 17, 1998 and first become exercisable as
to 25% of the shares covered after March 17, 1998, 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 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.
7
<PAGE> 10
The following table sets forth certain information regarding individual
exercises of stock options during 1998 by each of the named executives.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
SHARES
ACQUIRED
ON VALUE NUMBER OF SHARES VALUE OF UNEXERCISED
EXERCISE REALIZED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
NAME (#) ($) OPTIONS AT 12/31/98 AT 12/31/98
---- -------- --------- --------------------------- ----------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
(#) (#) ($) ($)
----------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
George A. Schaefer, Jr....
Stephen J. Schrantz.......
Michael D. Baker..........
Michael K. Keating........
Robert J. King, Jr........
</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, 1998.
<TABLE>
<CAPTION>
TITLE OF CLASS NAME OF OFFICER NUMBER OF SHARES(1) PERCENT OF CLASS
- -------------- --------------- ------------------- ----------------
<C> <S> <C> <C>
Common Stock George A. Schaefer, Jr. 1,319,376 .4942
Common Stock Stephen J. Schrantz 446,102 .1671
Common Stock Michael D. Baker 333,039 .1248
Common Stock Michael K. Keating 245,172 .0919
Common Stock Robert J. King, Jr. 237,748 .0872
</TABLE>
- ---------------
(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, 801,565; Mr. Schrantz,
302,065; Mr. Baker, 180,562; Mr. Keating, 176,491; and Mr. King, 157,307.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Officers and Directors, and persons who own more than ten percent of a
registered class of the Company's stock, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission ("SEC").
Officers, Directors and greater than ten percent shareholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, for the period January 1,
1998 through December 31, 1998, all filing requirements applicable to its
officers and directors were complied with.
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:
8
<PAGE> 11
PENSION PLAN TABLE
<TABLE>
<CAPTION>
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
</TABLE>
- ---------------
(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 $130,000 for
1998. Any annual pension benefit accrued over $130,000 is payable under the
Supplemental Plan.
(3) For the purpose of computing a benefit under these Plans on December, 31,
1998, Mr. Schaefer had 28 years of credited service; Mr. Schrantz, 15 years;
Mr. Baker, 25 years; Mr. Keating, 13 years; and Mr. King, 23 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 1998 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.
COMPENSATION OF DIRECTORS
Non-employee directors of the Company receive a single annual retainer of
$12,000 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 or Directors may elect to receive a return on deferred funds
at a rate equal to
9
<PAGE> 12
the rate of return on the Company's stock. Directors who are also employees
receive no additional compensation for service on the Board.
The Fifth Third Bancorp 1990 Stock Option Plan provided 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 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 ten years from the
date of grant. The Company's 1998 Long-Term Incentive Stock Plan, which replaced
the 1990 Stock Option Plan effective March 17, 1998, provides that the Committee
has full authority to provide awards of stock options to non-employee Directors.
In 1998, each non-employee Director received options for shares. The
exercise price is equal to 100% of market price on the date of grant.
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE
POLICY
The Company's cash compensation package for its executive officers consists
of two components: (1) base salary; and (2) annual performance-based bonuses.
The Company also provides stock option grants to its executive officers as a
means to promote ownership in the Company.
The Stock Option and Compensation Committee (the "Committee") is composed
of directors who are not employees of the Company. This Committee is responsible
for the approval and administration of the base salary level and annual bonus
compensation programs as well as the stock option program for executive
officers. In determining compensation levels, the Committee considers 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 and to
encourage ownership thereby 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 Company utilizes the services of Buck Consultants, an executive
compensation consulting firm, to perform competitive peer analysis on an annual
basis. They in conjunction with the Company identified a group of peer companies
based on market capitalization, geographic location, performance and similarity
in lines of business.
BASE SALARY
Executive officers salaries are determined by evaluating the 1998
comparative data and the responsibilities of their positions. Individual salary
increases are reviewed annually and are based on the Company's overall
performance and the executive's attainment of individual objectives during the
preceding year.
ANNUAL BONUSES
Executive officers (other than officers designated to participate in the
Fifth Third Bancorp Variable Compensation Plan as discussed below) are eligible
to earn annual bonuses. At the end of the year, the Committee establishes a
target bonus matrix comprised of incrementally increasing amounts of earnings
per share which, if attained, make available an incentive pool for bonus
payments. At the end of 1998, the Company's goal was to increase net income and
earnings per share by 15% over 1997. The matrix was established by the Committee
to reflect a bonus pool which increased if incrementally higher net income or
earnings per share resulted in 1998 as compared to 1997. In 1998, the target
bonus ranged from 35% to 65% of base salary. However, if the Bancorp goals are
not met, individual bonuses are reduced proportionately, with no bonuses paid
unless earnings increase.
The target net income earnings per share were exceeded in 1998.
10
<PAGE> 13
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 quantitative
in nature, such as sales and revenue goals and cost containment; and qualitative
in nature, such as the development and retention of key personnel, assessment
and development of quality products and services, and management effectiveness.
At the end of each year, the extent to which the profit plan goals are
actually attained is measured. If all goals are completely met, the executive
officer receives 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 net income.
THE FIFTH THIRD BANCORP VARIABLE COMPENSATION PLAN
In 1998 the Committee approved and adopted the Fifth Third Bancorp Variable
Compensation Plan ("Variable Compensation Plan") and submitted that Plan to the
Company's stockholders at the Annual Meeting held on March 17, 1998. At the
Shareholders Meeting held on March 17, 1998, the Fifth Third Bancorp Variable
Compensation Plan was approved by the requisite number of votes and therefor
adopted effective as of January 1, 1998. The Committee designated the
participants in the Variable Compensation Plan as the President and CEO and all
officers who were designated as an Executive Vice President of the Company as of
January 1, 1998. The Committee also designated Performance Goals (as defined in
the Variable Compensation Plan) for 1998 in the form of a matrix comprised of
incrementally increasing amounts of earnings per share and net income and were
based on the higher of these two measurements as defined in the matrix as
approved by the Committee. If the Performance Goals as established in that
matrix were not met, individual payments were reduced proportionately with no
payments made pursuant to the Variable Compensation Plan unless net income or
earnings per share increase.
The Committee reviewed the performance of the Company and compared it to
the Performance Goals for the 1998 Plan Year. Based on the Company's performance
the Committee certified that the Performance Goals were exceeded for 1998.
STOCK OPTION GRANTS
Options to purchase Common Stock are granted annually to executive
officers. In previous years these grants were made under the Company's Amended
1990 Stock Option Plan. At the Shareholders Meeting held on March 17, 1998, the
Company's 1998 Long-Term Incentive Stock Option Plan was approved by the
required number of votes. The stock option grants to executive officers in 1998
were made under the 1998 Long-Term Incentive Stock Plan. Grants are made to
executive officers at an option price of 100% of the market value on the date of
grant. The Company's philosophy in granting stock options is to increase
executive officer ownership in the Company and not to serve 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 officer, dilution, number of shares of Common Stock outstanding and
the performance of the Company during the immediately preceding year. This
year's grant totaled 3,972,592(1), or 1.5% 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 similar grants and the
executive officer 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 1998 for George A. Schaefer, Jr., President and Chief Executive
Officer of the Company: the Company's success in attaining its profit
- ---------------
1Adjusted for a three-for-two split in March, 1998
11
<PAGE> 14
plan for 1997 as discussed below and the level of compensation paid to the
highest paid executive at the companies selected for peer comparison. Based on
these factors, the Committee established Mr. Schaefer's base salary effective
November 28, 1997 at $900,000, which is a 9% increase from his 1997 salary level
of $825,000. This placed Mr. Schaefer's compensation near the middle of base
salaries paid by those companies selected for peer comparison.
For 1998, Mr. Schaefer was eligible to earn a cash bonus ranging up to 100%
of his base salary based on Performance Goals as designated under the Variable
Compensation Plan. The Company's Performance Goals were established at a 15%
increase over the 1997 net income or earnings per share. For 1998, the Company
net income increased by 20% over 1997 and earnings per share increased by 18%
over 1997. Based on these factors, the Committee certified that the Company had
exceeded its Performance Goals and determined that Mr. Schaefer earned a bonus
of $900,000, which represented 100% of his base salary for fiscal year 1998.
On March 17, 1998, Mr. Schaefer was granted an option to purchase
225,000(2) 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 1998
fiscal year and the 1998 Comparative Data.
Section 162(m) of the Internal Revenue Code generally disallows a tax
deduction to public companies for compensation over $1,000,000 paid for any
fiscal year to the corporation's chief executive officer and four other most
highly compensated executive officers. The Company designed the 1998 Long-Term
Incentive Stock Plan and the Variable Compensation Plan to meet the criteria for
deductibility under Section 162(m). Accordingly, the Committee believes that all
compensation for 1998 paid to Mr. Schaefer and to the other named executive
officers is properly deductible under the Code. Any non-deductible amounts that
have been paid, or may be paid in the future, under those plans are not expected
to be significant.
Joseph H. Head, Jr. James E. Rogers
COMPENSATION AND STOCK OPTION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
In 1998 the Compensation and Stock Option Committee members were Joseph H.
Head, Jr. and James E. Rogers.
CERTAIN TRANSACTIONS
Fifth Third Bancorp has engaged and intends to continue to engage in the
lending of money through its subsidiary, 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
1998 insurance premiums, amounting to $1,037,925, 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. Mr. Schiff maintains a greater than ten percent ownership interest in that
insurance agency.
The balance of this page left intentionally blank.
- ---------------
2Adjusted for a three-for-two split in March, 1998
12
<PAGE> 15
FINANCIAL PERFORMANCE
TOTAL RETURN ANALYSIS
The graphs below summarize the cumulative return experienced by the
Company's shareholders over the years 1993 through 1998, and 1988 through 1998,
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 RETURN
<TABLE>
<CAPTION>
S&P MAJOR
MEASUREMENT PERIOD FIFTH THRID REGIONAL NASDAQ
(FISCAL YEAR COVERED) (FITB) BANKS S&P 500 BANKS
<S> <C> <C> <C> <C>
1993 100 100 100 100
1994 95 95 101 101
1995 149 149 139 146
1996 192 203 171 185
1997 372 305 228 302
1998 510 337 293 267
</TABLE>
10 YEAR RETURN
<TABLE>
<CAPTION>
S&P MAJOR
MEASUREMENT PERIOD FIFTH THIRD REGIONAL NASDAQ
(FISCAL YEAR COVERED) (FITB) BANKS S&P 500 BANKS
<S> <C> <C> <C> <C>
1988 100 100 100 100
1989 126 117 132 90
1990 116 79 128 59
1991 244 136 166 81
1992 296 167 179 122
1993 290 172 197 158
1994 275 157 199 160
1995 430 238 274 232
1996 564 315 337 293
1997 1116 462 449 479
1998 1477 500 577 422
</TABLE>
13
<PAGE> 16
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 three hundred million
(300,000,000) shares to 500,000,000 shares. This change would be effective upon
the date of filing of the Amendment to the Amended Articles with the Secretary
of State of the State of Ohio.
The Board of Directors believes that it is in the best interest of the
Company and its Stockholders that the Company have a sufficient number of
authorized but unissued shares available for possible use in future acquisition
and expansion opportunities that may arise, for general corporate needs such as
future stock dividends or stock splits, and for other proper purposes within the
limitations of the law. The Company has no current plans to use its authorized
but unissued shares of Common Stock without par value for any particular
purpose. Such shares would be available for issuance without further action by
the Stockholders, 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 constitute such approval,
and the Company would seek special approval of any merger that would trigger
this provision of Ohio law.
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 recommends adoption of the resolutions.
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 1999. 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.
14
<PAGE> 17
2000 STOCKHOLDER PROPOSALS
In order for Stockholder proposals for the 2000 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, 1999. Any Stockholder who intends to propose any other
matter to be acted upon at the 2000 Annual Meeting of Stockholders must inform
the Company no later than December 26, 1999. If notice is not provided by that
date, the persons named in the Company's proxy for the 2000 Annual Meeting will
be allowed to exercise their discretionary authority to vote upon any such
proposal without the matter having been discussed in the proxy statement for the
2000 Annual Meeting.
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. No Stockholder has informed the
Company of any intention to propose any other matter to be acted upon at the
Meeting. Accordingly, the persons named in the accompanying Proxy are allowed to
exercise their discretionary authority to vote upon any such proposal without
the matter having been discussed in this Proxy Statement.
By order of the Board of Directors
MICHAEL K. KEATING
Secretary
--------------------------------------
15
<PAGE> 18
New or amended language is indicated by underlining
ANNEX 1
PROPOSED AMENDMENT TO ARTICLE FOURTH
OF AMENDED ARTICLES OF INCORPORATION
RESOLVED, That Paragraphs (A) and (A)(1) of Article Fourth of the Amended
Articles of Incorporation of Fifth Third Bancorp be, and they hereby are,
amended in their entirety to read as follows:
"FOURTH: (A) The total authorized number of shares of the corporation is
Five Hundred Million Five Hundred Thousand (500,500,000) shares, which
shall be classified as follows:
(1) Five Hundred Million (500,000,000) 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.
16
<PAGE> 19
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
<TABLE>
<S> <C> <C>
[Logo] PROXY The undersigned hereby appoints George A. Schaefer, Jr.,
James O. Kiggen and Dennis J. Sullivan and each of
them, with FULL power of substitution, as proxies to
Fifth Third Bancorp vote, as designated below, FOR and in the name of the
38 FOUNTAIN SQUARE PLAZA undersigned all shares of stock of FIFTH THIRD BANCORP
Cincinnati, OH 45263 which the undersigned is entitled to vote at the Annual
Meeting of the Stockholders of said COMPANY scheduled
to be held March 16, 1999 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.
<CAPTION>
1. ELECTION of --- (--) Class I Directors [ ] FOR all nominees listed below. [ ] WITHHOLD AUTHORITY to vote for
all nominees listed below.
CLASS I-Thomas B. Donnell, Joan R. Herschede, William G. Kagler, James P. Kiggen, David E. Reese, Dennis J. Sullivan, Jr.
INSTRUCTION: To withhold authority to vote for any individual nominee, write the nominees name in the space below.
- -----------------------------------------------------------------------------------------------------------------------------------
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 300,000,000 shares to 500,000,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. PROPOSAL to approve an appointment of DELOITTE & TOUCHE LLP as independent
auditors of the Company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
</TABLE>
<PAGE> 20
[Logo] FIFTH THIRD BANCORP
C/O CORPORATE TRUST SERVICES
MAIL DROP 1090F5--4129
38 FOUNTAIN SQUARE PLAZA
CINCINNATI, OH 45263
fold and 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.
DATED:_____________________, 1999
_________________________________
(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.)
