First National Bankshares of Florida Announces Shareholder Approval for Merger With Fifth Third Bancorp

First National Bankshares of Florida Announces Shareholder
Approval for Merger With Fifth Third Bancorp 


NAPLES, Fla., Nov. 23  /PRNewswire-FirstCall/ -- First National Bankshares of
Florida, Inc. (NYSE:FLB) today announced that at a meeting held Monday,
November 22, 2004, shareholders of First National Bankshares approved the
proposed merger with Fifth Third Bancorp.

(Logo:  http://www.newscom.com/cgi-bin/prnh/20031230/FNBFLOGO )

"We received overwhelming support from our shareholders for this transaction
and we are pleased with their enthusiasm," said Gary L. Tice, Chairman and
Chief Executive Officer of First National Bankshares. "We are proud to partner
with an organization as successful as Fifth Third. Our shareholders will become
shareholders of Fifth Third, which has an exceptional long-term track record of
delivering shareholder value."

First National Bankshares and Fifth Third announced their intention to merge on
August 2, 2004. The transaction is on schedule and is expected to be complete
in January 2005. Upon completion of the merger, Fifth Third will have more than
$6.6 billion in total assets and nearly 100 full-service banking centers
located throughout the state of Florida.

Headquartered in Naples, Florida, First National Bankshares of Florida, Inc. is
a $5.5 billion diversified financial services company. The company's focus is
on expansion in the high-growth Florida market. In addition to traditional
community banking, the company provides a complete line of wealth management
and insurance services. The company's stock is traded on the New York Stock
Exchange under the symbol "FLB."

Fifth Third Bancorp, headquartered in Cincinnati, Ohio, is a diversified
financial services company with $98.3 billion in total assets and 1,008 banking
centers in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee and
West Virginia. The company's stock is traded through the Nasdaq National Market
System under the symbol "FITB."

This document contains forward-looking statements with respect to the plans,
objectives, financial condition, results of operations and businesses of First
National Bankshares of Florida, Inc.; the benefits and synergies of the planned
affiliation with Fifth Third Bancorp; and the expected date of closing of the
acquisition, including statements containing such words as "believes,"
"expects," "projects," "anticipates," and similar expressions. Such statements
involve risks and uncertainties. There are a number of important factors that
could cause future results to differ materially from historical performance and
these forward-looking statements. Factors that might cause such a difference
include, but are not limited to: (1) competitive pressures among depository
institutions increase significantly; (2) changes in the interest rate
environment reduce interest rate margins; (3) general economic conditions are
less favorable than expected; (4) legislative or regulatory changes adversely
affect the businesses in which the company is engaged; (5) costs, delays, and
any other difficulties related to the planned transaction; (6) failure of the
parties to satisfy conditions to the closing of the merger; (7) the ability to
manage and continue growth; and (8) other risk factors as detailed in First
National Bankshares' reports filed with the Securities and Exchange Commission.
First National Bankshares disclaims any responsibility to update these
forward-looking statements.

   CONTACT:  Clay W. Cone
             Vice President, Director of
             Corporate Communications
             239-436-1676


http://www.newscom.com/cgi-bin/prnh/20031230/FNBFLOGO

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DATASOURCE: First National Bankshares of Florida, Inc.



CONTACT:  Clay W. Cone, Vice President and Director of Corporate

Communications, First National Bankshares of Florida, Inc., [phone]



Web site:  http://www.firstnationalbankshares.com/ 

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