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EXHIBIT 99.2
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
Call TOLL-FREE using a
Touch-Tone phone
1-800-250-9081
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 FEBRUARY 21, 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:
F PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING. F
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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 FEBRUARY 22, 2001.
The undersigned being a shareholder of Capital Holdings, Inc.
("Capital Holdings") hereby appoints John S. Szuch and Robert A.
Sullivan, directors of Capital Holdings, or either 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 (the "Meeting"), to be held at
Franciscan Center, Lourdes College, 6832 Convent Blvd.,
Sylvania, Ohio on February 22, 2001 at 6:00 p.m., and at any and
all adjournments or postponements thereof. The affirmative vote
of a majority of the shares represented at the Meeting may
authorize the adjournment of the 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 Meeting and a
proxy statement/prospectus dated January , 2001.
.............................
Signature(s)
.............................
Signature(s)
Please sign exactly as your
name appears hereon. If
shares are held jointly, each
holder should sign. When
signing as executor,
administrator, attorney
trustee or guardian, etc.
please give your full title.
Dated: ................, 2001
VOTE BY MAIL
VOTE BY
INTERNET
Return your proxy
Access the WEBSITE
and
in the POSTAGE-PAID
cast your vote
envelope provided
HTTP://WWW.VOTEFAST.COM
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YOUR VOTE IS IMPORTANT!
IF YOU DO NOT VOTE BY TELEPHONE OR INTERNET, PLEASE SIGN AND
DATE THIS PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE, OR OTHERWISE TO CORPORATE ELECTION
SERVICES, P.O. BOX 1150, PITTSBURGH, PA 15230, SO THAT YOUR
SHARES MAY BE REPRESENTED AT THE MEETING.
CAPITAL HOLDINGS, INC. REVOCABLE PROXY
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F PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING. F
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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
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 Meeting. This proxy
confers discretionary authority on the holders thereof to vote
with respect to matters incident to the conduct of the 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