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EXHIBIT 99.2
VOTE BY TELEPHONE:
Have your proxy card
available when you CALL THE
TOLL-FREE NUMBER
1-800-250-9081 using a
Touch-Tone phone. You will
be prompted to enter your
control number and then you
can follow the simple
prompts that will be
presented to you to record
your vote.
VOTE BY INTERNET:
Have your proxy card
available when you ACCESS
THE WEBSITE
HTTP://WWW.VOTEFAST.COM.
You will be prompted to
enter your control number
and then you can follow the
simple prompts that will be
presented to you to record
your vote.
Ohio law allows proxy
voting by electronic means.
VOTE BY MAIL:
Please mark, sign and date
your proxy card and return
it in the postage-paid
envelope provided or return
it to: Corporate Election
Services, P.O. Box 1150,
Pittsburgh, Pennsylvania
15230.
VOTE BY TELEPHONE VOTE BY INTERNET VOTE BY MAIL
Call TOLL-FREE using a Access the WEBSIT and Return your proxy
Touch-Tone phone cast your vote in the POSTAGE-PAID
1-800-250-9081 http://www.votefast.com envelope provided
VOTE 24 HOURS A DAY, 7 DAYS A WEEK!
Your telephone and Internet vote MUST BE RECEIVED BY 11:59 P.M.
EASTERN STANDARD TIME ON , 2001 to be counted in the
final tabulation.
IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT SEND YOUR
PROXY BY MAIL.
YOUR CONTROL NUMBER IS:
If you do not vote by telephone or Internet, please sign, date and mail this
proxy in the accompanying postage-paid envelope.
* PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING. *
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CAPITAL HOLDINGS, INC. REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF SHAREHOLDERS ON , 2001.
The undersigned being a shareholder of Capital Holdings, Inc.
("Capital Holdings") hereby appoints ,
and , directors of Capital Holdings,
or any one of them, with full powers of substitution, to act as
proxies for the undersigned, to vote all shares of common stock
of Capital Holdings which the undersigned is entitled to vote at
the special meeting of shareholders, to be held at
, , , Ohio on
, 2001 at 10:00 a.m., and at any and all adjournments
or postponements thereof. The affirmative vote of a majority of
the shares represented at the special meeting may authorize the
adjournment of the special meeting; provided, however, that no
proxy which is voted against the affiliation agreement and
control share acquisition will be voted in favor of adjournment
to solicit further proxies for the proposal.
The undersigned acknowledges receipt from Capital Holdings prior
to the execution of this proxy of notice of the special meeting
and a proxy statement/prospectus dated , 2001.
.............................
Signature(s)
.............................
Signature(s)
Please sign exactly as your
name appears hereon. When
signing as attorney,
executor, trustee or
guardian, please give your
full title. If shares are
held jointly, each holder
should sign.
Dated: ................, 2001
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If you do not vote by telephone or Internet, please sign, date and mail this
proxy in the accompanying postage-paid envelope.
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* PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING. *
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO ADOPT THE
AFFILIATION AGREEMENT AND APPROVE THE CONTROL SHARE ACQUISITION. This proxy is
solicited on behalf of the board of directors of Capital Holdings. This proxy
will be voted as directed, but if no instructions are specified, this proxy will
be voted for the proposal stated. If any other business is presented at the
special meeting, this proxy will be voted by those named in this proxy in
accordance with the determination of a majority of the board of directors. At
the present time, the board of directors knows of no other business to be
presented at the special meeting. This proxy confers discretionary authority on
the holders thereof to vote with respect to matters incident to the conduct of
the special meeting.
1. Proposal to adopt an affiliation agreement dated as of October 24, 2000
between Fifth Third Bancorp and Capital Holdings and approval of the
capital share acquisition by Fifth Third of more than a majority of the
voting power of Capital Holdings pursuant to and in accordance with Section
1701.831 of the Ohio Revised Code. [ ] FOR [ ] AGAINST [ ] ABSTAIN
