1

                                                                    EXHIBIT 99.2

                                     [LOGO]

                         OLD KENT FINANCIAL CORPORATION
                              111 Lyon Street N.W.
                          Grand Rapids, Michigan 49503
                                            , 2001

Dear Fellow Shareholder,

     Old Kent Financial Corporation will hold a special meeting of its
shareholders, on                            , 2001 at 10:00 a.m., local time, at
the                ,                , Grand Rapids, Michigan. The purposes of
the meeting are considering and voting upon a proposal to approve the agreement
and plan of merger, dated as of November 20, 2000, by and between Fifth Third
Bancorp and Old Kent Financial Corporation relating to, among other matters, the
merger of Old Kent Financial Corporation with and into a wholly-owned subsidiary
of Fifth Third and such other matters as may properly come before the meeting. A
copy of the agreement and plan of merger is attached as Annex A to the proxy
statement/prospectus accompanying this notice.

     YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY VOTED TO ADOPT THE AGREEMENT AND
PLAN OF MERGER AND RECOMMENDS YOU VOTE "FOR" THE PROPOSAL.

     Only shareholders of record at the close of business on
            , 2001 are entitled to notice of and to vote at the special meeting
or any adjournments or postponements of that meeting.

     YOUR VOTE IS VERY IMPORTANT! A VOTE FOR THE PROPOSAL BY AT LEAST A MAJORITY
OF THE ISSUED AND OUTSTANDING SHARES OF OLD KENT COMMON STOCK ENTITLED TO VOTE
IS REQUIRED TO APPROVE THE AGREEMENT AND PLAN OF 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. If you hold shares of Old Kent
common stock directly in your name, you may also vote over the Internet or by
telephone. If Internet or telephone voting is available to you, voting
instructions are printed on the proxy card sent to you. 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.

     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.

     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 our Investor Relations Department, who is assisting us, at (616)
771-1931.

                                                         
David J. Wagner                                             Mary E. Tuuk
Chairman of the Board,                                      Senior Vice President and Secretary
President and Chief Executive Officer



     THE BOARD OF DIRECTORS OF OLD KENT FINANCIAL CORPORATION UNANIMOUSLY
RECOMMENDS THAT YOU VOTE "FOR" APPROVAL OF THE AGREEMENT AND PLAN OF MERGER.