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                                                            EXHIBIT 99.3

        [LOGO]               FIFTH THIRD BANCORP
                             C/O CORPORATE TRUST SERVICES
                             MAIL DROP 10AT66-3212
                             38 FOUNTAIN SQUARE PLAZA
                             CINCINNATI, OHIO 45263


                          *  FOLD AND DETACH HERE.  *

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             In their discretion, the proxies are authorized to vote
        upon such other business as may properly come before the Special
        Meeting. This proxy when executed will be voted in the manner
        directed hereby the undersigned shareholder(s). If no direction
        is made, this proxy will be voted FOR Proposal 1. ALL FORMER
        PROXIES ARE HEREBY REVOKED. The affirmative vote of a majority
        of the shares represented at the Special Meeting may authorize
        the adjournment of the Special Meeting; provided, however, that
        no proxy which is voted against a proposal will be voted in
        favor of adjournment to solicit further proxies for the
        proposal.



             The undersigned acknowledges receipt from Fifth Third prior
        to the execution of this proxy of notice of the Special Meeting
        and a proxy statement/prospectus dated January      , 2001.


                                           Dated: ................, 2001

                                           .............................
                                           (Signature of Stockholder)

                                           .............................
                                           (Signature of Stockholder)

                                           (Please sign exactly as your
                                           name or names appear
                                           opposite. All joint owners
                                           should sign. When signing in
                                           a fiduciary capacity or as a
                                           corporate officer, please
                                           give your full title as
                                           such.)
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        *  PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING.  *

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[LOGO]                                                   REVOCABLE PROXY
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

FIFTH THIRD BANCORP
38 Fountain Square Plaza
Cincinnati, Ohio 45263


The undersigned hereby appoints George A. Schaefer, Jr., James D. Kiggen
        and Dennis J. Sullivan, Jr. and each of them, with full power of
        substitution, as proxies to vote, as designated below, for and
        in the name of the undersigned all shares of stock of FIFTH
        THIRD BANCORP that the undersigned is entitled to vote at the
        Special Meeting of the Shareholders of said Company scheduled to
        be held on March 20, 2001 at 11:00 a.m. at the Aronoff Center
        for the Arts, Fifth Third Bank Theater, Main and 7th Streets,
        Cincinnati, Ohio, or at any adjournment thereof.



    THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL 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.


Please indicate your vote by marking an X in one of the boxes below.


1. PROPOSAL TO ADOPT AN AMENDED AND RESTATED AGREEMENT AND PLAN OF
   MERGER DATED AS OF JANUARY 16, 2001 AMONG FIFTH THIRD BANCORP, 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 IN THE MERGER OF OLD KENT WITH AND INTO
   FIFTH THIRD FINANCIAL CORPORATION, PURSUANT TO THE AMENDED AND
   RESTATED AGREEMENT AND PLAN OF MERGER.


                    [ ]  FOR    [ ]  AGAINST   [ ]  ABSTAIN