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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
* FOLD AND DETACH HERE. *
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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 Proposal 1. 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 January , 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 George A. Schaefer, Jr., James D. Kiggen
and Dennis J. Sullivan, Jr. 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 that the undersigned is entitled to vote at the
Special Meeting of the Shareholders of said Company scheduled to
be held on March 20, 2001 at 11:00 a.m. at the Aronoff Center
for the Arts, Fifth Third Bank Theater, Main and 7th Streets,
Cincinnati, Ohio, or at any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO ADOPT
THE AGREEMENT AND PLAN OF MERGER AND APPROVE THE ISSUANCE OF
SHARES OF FIFTH THIRD COMMON STOCK TO THE SHAREHOLDERS OF OLD
KENT IN THE MERGER.
Please indicate your vote by marking an X in one of the boxes below.
1. PROPOSAL TO ADOPT AN AMENDED AND RESTATED AGREEMENT AND PLAN OF
MERGER DATED AS OF JANUARY 16, 2001 AMONG FIFTH THIRD BANCORP, FIFTH
THIRD FINANCIAL CORPORATION 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
FIFTH THIRD FINANCIAL CORPORATION, PURSUANT TO THE AMENDED AND
RESTATED AGREEMENT AND PLAN OF MERGER.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
