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EXHIBIT 99.2
REVOCABLE PROXY
OTTAWA FINANCIAL CORPORATION
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SPECIAL MEETING OF SHAREHOLDERS
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_________, 2000
The undersigned being a shareholder of Ottawa Financial Corporation
hereby appoints _____________ and ______________________, directors of Ottawa,
with full powers of substitution, to act as proxies for the undersigned, to vote
all shares of common stock of Ottawa which the undersigned is entitled to vote
at the special meeting of shareholders, to be held at Holiday Inn and Conference
Center, 650 East 24th Street, Holland, Michigan, on November ____, 2000 at 3:00
p.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 will be voted in favor of
adjournment to solicit further proxies for the affiliation agreement.
1. Proposal to adopt affiliation agreement FOR AGAINST ABSTAIN
Proposal to adopt an affiliation agreement
dated as of August 31, 2000 between Fifth
Third Bancorp and Ottawa.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO ADOPT
THE AFFILIATION AGREEMENT.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. 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.
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This proxy may be revoked at any time before it is voted by: (i) filing
with the Secretary of Ottawa at or before the special meeting a written notice
of revocation bearing a later date than this proxy; (ii) duly executing a
subsequent proxy relating to the same shares and delivering it to the Secretary
of Ottawa at or before the special meeting; or (iii) attending the special
meeting and voting in person. Attendance at the special meeting will not in and
of itself constitute revocation of this proxy. If this proxy is properly revoked
as described above, then the power of such attorneys and proxies shall be deemed
terminated and of no further force and effect.
The undersigned acknowledges receipt from Ottawa prior to the execution
of this proxy of notice of the special meeting and a proxy statement/prospectus
dated _______, 2000.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY
PROMPTLY IN THE ACCOMPANYING POSTAGE PREPAID
ENVELOPE.
Dated: _______________________, 2000
Number of Shares: __________________________
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PRINT NAME OF SHAREHOLDER
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SIGNATURE OF SHAREHOLDER
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PRINT NAME OF SHAREHOLDER
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SIGNATURE OF SHAREHOLDER
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THE
ENVELOPE IN WHICH THIS CARD WAS ENTITLED. WHEN
SIGNING AS ATTORNEY, EXECUTOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE YOUR FULL TITLE. IF SHARES ARE HELD
JOINTLY, EACH HOLDER SHOULD SIGN.
