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EXHIBIT 99.3
[LOGO] FIFTH THIRD BANCORP
C/O CORPORATE TRUST SERVICES
MAIL DROP 10AT66-3212
38 FOUNTAIN SQUARE PLAZA
CINCINNATI, OHIO 45263
* PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING. *
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In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the Special
Meeting. This proxy when executed will be voted in the manner
directed hereby the undersigned shareholder(s). If no direction
is made, this proxy will be voted FOR Proposals 1 and 2. ALL
FORMER PROXIES ARE HEREBY REVOKED. 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 a proposal will be
voted in favor of adjournment to solicit further proxies for the
proposal.
The undersigned acknowledges receipt from Fifth Third prior
to the execution of this proxy of notice of the Special Meeting
and a proxy statement/prospectus dated ,
2001.
Dated: ................, 2001
.............................
(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.)
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* PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING. *
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[LOGO] REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
FIFTH THIRD BANCORP
38 Fountain Square Plaza
Cincinnati, Ohio 45263
The undersigned hereby appoints , and
and each of them, with full power of substitution,
as proxies to vote, as designated below, for and in the name of
the undersigned all shares of stock of FIFTH THIRD BANCORP which
the undersigned is entitled to vote at the Special Meeting of
the Shareholders of said Company scheduled to be held on
, 2001 at 10:00 a.m. at , ,
Cincinnati, Ohio, or at any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO APPROVE
THE ISSUANCE OF SHARES OF FIFTH THIRD COMMON STOCK TO THE
SHAREHOLDERS OF OLD KENT IN THE MERGER AND FOR THE PROPOSAL TO
AMEND FIFTH THIRD'S ARTICLES OF INCORPORATION TO INCREASE THE
AUTHORIZED NUMBER OF SHARES OF FIFTH THIRD COMMON STOCK FROM
650,000,000 SHARES TO 1,300,000,000 SHARES.
Please indicate your vote by marking an X in one of the boxes below.
1. PROPOSAL TO ADOPT AN AGREEMENT AND PLAN OF MERGER DATED AS OF
NOVEMBER 20, 2000 BETWEEN FIFTH THIRD BANCORP AND OLD KENT FINANCIAL
CORPORATION AND APPROVE THE ISSUANCE OF SHARES OF FIFTH THIRD COMMON
STOCK TO THE SHAREHOLDERS OF OLD KENT IN THE MERGER OF OLD KENT WITH
AND INTO A WHOLLY-OWNED SUBSIDIARY OF FIFTH THIRD, PURSUANT TO THE
PLAN AND AGREEMENT OF MERGER.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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 650,000,000 SHARES TO 1,300,000,000
SHARES.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
