<PAGE> 1
Exhibit 99.2: Shareholder Letter
October 31,2000
Dear Shareholder:
We are pleased to inform you that Capital Holdings, Inc. has entered into a
contract to be acquired by Fifth Third Bancorp. We have enclosed a copy of the
press release making our announcement. Under the terms of our transaction, each
share of Capital Holdings, Inc. common stock will be converted into the right to
receive 0.637 shares of Fifth Third Bancorp stock. This exchange ratio is fixed.
Based on the Fifth Third Bancorp common stock closing price of $51.44 on October
24, 2000, the date of our contract, this equals a value of $32.77 for each share
of our company stock. We believe this provides an outstanding return for our
shareholders. A shareholder that invested in our original offering in 1989 has
realized a return of nearly 10-to-1. As you may recall, Fifth Third acquired
First National Bank of Toledo in 1989. The shareholders of First National have
experienced a tremendous return of 14.5-to-1.
The transaction is subject to your approval and that of bank regulators. We
expect the transaction to close in the first quarter of 2001. A special
shareholders' meeting will be scheduled to obtain your approval of the
transaction. Prior to the special shareholders' meeting, you will receive a
proxy providing full information about the transaction.
The affiliation with Fifth Third will provide access to capital and technology
that will allow us to serve the wide range of our customers' financial needs.
Fifth Third shares our passion for excellence and commitment to relationship
banking. We believe that our affiliation will benefit both companies. Year after
year, Fifth Third Bank consistently ranks at the top among U.S. banks. This
year, it was named the #1 bank in the country by Salomon Smith Barney for the
ninth consecutive year, best domestic bank in the U. S. by Euromoney magazine
and ranked as the 7th best place to work for Information Technology
professionals by Computerworld.
We want to thank you for the confidence you have placed in Capital Bank over
these last 11 years. We are very proud of everything that we have accomplished
with your help, and we are also very positive about the tremendous banking
organization that we will be joining in Fifth Third Bancorp. You can count on us
to continue the high level of service that you have come to expect.
Sincerely,
/s/ John S. Szuch /s/ Robert A. Sullivan
----------------- ----------------------
John S. Szuch Robert A. Sullivan
Chairman President
Enclosure
