Don't Bite The Hand That Feeds You

[califax]

FITB - annual meeting

http://ih.advfn.com/p.php?pid=nmona&cb=1236699401&article=36815447&symbol=N^FITB

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

March 10, 2009

To the Shareholders of Fifth Third Bancorp:

You are cordially invited to attend the Annual Meeting of the Shareholders of Fifth Third Bancorp to be held at the Junior Ballroom, located on the third floor of the Duke Energy Center at 525 Elm Street, Cincinnati, Ohio on Tuesday, April 21, 2009 at 11:30 a.m. for the purposes of considering and acting upon the following:

1) Election of all members of the Board of Directors to serve until the Annual Meeting of Shareholders in 2010.

(2) The proposal described in the proxy statement to amend Article Fourth of the Articles of Incorporation to revise the terms of the authorized, unissued shares of Preferred Stock, without par value, available for issuance by Fifth Third Bancorp to provide greater flexibility in the terms of Preferred Stock that Fifth Third Bancorp may offer and sell in the future, and to clarify the ability of Fifth Third Bancorp to issue shares of Preferred Stock without stockholder approval in accordance with the terms of Ohio law. The proposed Amendment is attached as Annex 1 to the Proxy Statement and is incorporated therein by reference.

(3) The proposal described in the Proxy Statement to adopt the Amended and Restated Fifth Third Bancorp 1993 Stock Purchase Plan and the issuance of up to an additional 12,000,000 shares of Common Stock thereunder. The proposed plan is attached as Annex 2 to the Proxy Statement and is incorporated therein by reference.

(4) Approval of the appointment of the firm of Deloitte & Touche LLP to serve as the independent registered public accounting firm for the Company for the year 2009.

(5) An advisory vote to approve the compensation of the Company’s Named Executive Officers

(6) To vote on one or more proposals submitted by shareholders if properly presented at the Annual Meeting.

(7) Transaction of such other business that may properly come before the Annual Meeting or any adjournment thereof.



Shareholders of record at the close of business on February 27, 2009 will be entitled to vote at the Annual Meeting