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[LOGO] EXHIBIT 99.4
FIFTH THIRD BANCORP
38 Fountain Square Plaza
Cincinnati, Ohio 45263
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NOTICE OF SPECIAL MEETING
TO BE HELD ON MARCH 20, 2001
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NOTICE IS HEREBY GIVEN that Fifth Third Bancorp will hold a special meeting
of its shareholders, on March 20, 2001 at 11:00 a.m., local time, at the Aronoff
Center for the Arts, Fifth Third Bank Theater, Main and 7th Streets, Cincinnati,
Ohio. The purposes of the meeting are considering and acting upon the following:
1. a proposal to adopt an amended and restated agreement and plan of merger
dated as of January 16, 2001 by and among Fifth Third, 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 Financial Corporation in the merger of Old Kent with and into
Fifth Third Financial Corporation pursuant to the amended and restated
plan and agreement of merger. A copy of the amended and restated
agreement and plan of merger is attached as Annex A to the proxy
statement/prospectus accompanying this notice; and
2. to consider and vote upon such other matters as may properly come before
the meeting.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE AGREEMENT AND PLAN OF
MERGER AND THE ISSUANCE OF SHARES OF FIFTH THIRD COMMON STOCK TO THE
SHAREHOLDERS OF OLD KENT IN THE MERGER AND UNANIMOUSLY RECOMMENDS YOU VOTE "FOR"
THE PROPOSAL.
Only shareholders of record at the close of business on January 19, 2001
are entitled to notice of and to vote at the special meeting or any adjournments
or postponements of that meeting. A list of Fifth Third shareholders entitled to
vote at the special meeting will be available for examination by any shareholder
at the main office of Fifth Third during ordinary business hours for at least
ten days prior to the special meeting, as well as at the special meeting.
YOUR VOTE IS VERY IMPORTANT! THE AFFIRMATIVE VOTE OF AT LEAST TWO-THIRDS OF
THE ISSUED AND OUTSTANDING SHARES OF FIFTH THIRD COMMON STOCK ENTITLED TO VOTE
IS REQUIRED 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. To ensure that your shares are voted at the special meeting, please
sign, date and promptly mail the accompanying proxy card in the enclosed
envelope. Any shareholder of record present at this meeting or at any
adjournments or postponements of the meeting may revoke his or her proxy and
vote personally on each matter brought before the meeting. You may revoke your
proxy by following the instructions contained in the accompanying proxy
statement/prospectus at any time before it is voted.
Remember, if your shares are held in the name of a broker, only your broker
can vote your shares and only after receiving your instructions. Please contact
the person responsible for your account and instruct him/her to execute a proxy
card on your behalf. You should also sign, date and mail your proxy at your
earliest convenience.
You are entitled to exercise dissenter's rights with respect to your common
stock in connection with the merger. Information regarding dissenter's rights
and how to exercise them are included in the proxy statement/prospectus
accompanying this notice.
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Please review the proxy statement/prospectus accompanying this notice for
more complete information regarding the matters proposed for your consideration
at the special meeting. Should you have any questions or require assistance,
please call D.F. King & Co., Inc., who is assisting us, at (800) 207-3156.
By Order of the Board of Directors
Michael K. Keating
Secretary
January , 2001
THE BOARD OF DIRECTORS OF FIFTH THIRD BANCORP UNANIMOUSLY RECOMMENDS THAT
YOU VOTE "FOR" THE ADOPTION OF THE AGREEMENT AND PLAN OF MERGER AND APPROVAL OF
THE ISSUANCE OF SHARES OF FIFTH THIRD COMMON STOCK TO THE SHAREHOLDERS OF OLD
KENT IN THE MERGER. YOUR SUPPORT IS APPRECIATED.