Common use of COOPERATION AND OTHER OBLIGATIONS AND OTHER COVENANTS Clause in Contracts

COOPERATION AND OTHER OBLIGATIONS AND OTHER COVENANTS. A. Fifth Third will, prepare and cause to be filed at its expense such applications and other documents with the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Ohio Division of Financial Institutions, the Office of Thrift Supervision, and any other governmental agencies as are required to secure the requisite approval of such agencies to the consummation of the transactions provided for in this Agreement, and the parties shall cooperate in the preparation of an appropriate registration statement, including the prospectus, proxy statement, and such other documents necessary to comply with all federal and state securities laws relating to the registration and issuance of the shares of Fifth Third Common Stock to be issued to the shareholders of Emerald in this transaction (the expenses thereof, other than accounting, legal, investment banking, financial consulting and associated expenses of Emerald and its affiliates, to be paid by Fifth Third), and any other laws applicable to the transactions provided for in this Agreement. Fifth Third shall use all reasonable efforts to file all such applications within ninety (90) days of the date of this Agreement and to secure all such approvals. Emerald agrees that it will, as promptly as practicable after request and at its own expense, provide Fifth Third with all information and documents concerning Emerald and Thrift Subsidiary, as shall be required in connection with preparing such applications, registration statements and other documents and in connection with securing such approvals. Prior to filing any such applications or other documents with the applicable governmental agencies, Fifth Third shall provide copies thereof to Emerald. Fifth Third agrees that it will, as promptly as practicable after request and at its own expense, provide Emerald with all information and documents concerning Fifth Third and its subsidiaries as shall be required in connection with preparing such applications, registration statements and other documents which are to be prepared and filed by Emerald and in connection with approvals required to be obtained by Emerald hereunder. Prior to filing any such applications, statements or other documents with the applicable governmental agency, Emerald shall provide, at least five (5) days prior to the filing date, copies thereof to Fifth Third. B. Each of the parties hereto agrees to use its best efforts and to cooperate with the other party in all reasonable respects in order to carry out and consummate the transactions contemplated by this Agreement at the earliest practicable time including, without limitation, the filing of applications, notices and other documents with, and obtaining approval from, appropriate governmental regulatory agencies. C. Emerald agrees to permit Fifth Third, its officers, employees, accountants, agents and attorneys, and Fifth Third agrees to permit Emerald, its officers, employees, accountants, agents and attorneys, to have reasonable access during business hours to their respective books, records and properties, and those of the Thrift Subsidiary and Fifth Third Bank, N.W., as well, for the purpose of making a detailed examination, or updating and amplifying prior examinations, of the financial condition, assets, liabilities, legal compliance, affairs and the conduct of the business of Emerald and the Thrift Subsidiary or Fifth Third or Fifth Third Bank, N.W., as the case may be, prior to the Effective Time, and also to permit the monitoring of the foregoing on an ongoing basis (such rights of examination and monitoring to be subject to the confidentiality obligations set forth in such Paragraph VII.D. hereof); provided, however, that any such examination by Fifth Third or Emerald shall not relieve Fifth Third or Emerald from any responsibility or liability for any material misrepresentation or material breach of warranty hereunder discovered in the course of or subsequently to such examination and prior to the Effective Time. D. If all Emerald Rights have not been exercised prior to the Effective Time, such Emerald Rights shall be converted to options to purchase Fifth Third Common Stock based on the Exchange Ratio with the option exercise price adjusted accordingly to take into account the change in the number of options. (1) Emerald or Thrift Subsidiary shall take all actions necessary to freeze the Qualified Benefit Plans as of a date least thirty (30) days prior to the Effective Time such that no further contributions (including employee 401(k) contributions) shall be made under the Qualified Benefit Plans after the Effective Time. Emerald and Thrift Subsidiary shall have the right to make discretionary contributions to the Thrift Subsidiary Profit Sharing Plan ("Profit Sharing Plan") with respect to the 1999 plan year but such contributions shall not exceed $270,000 (as reduced, if applicable, by the amounts described in (6) below), provided that the Profit Sharing Plan is first amended in a manner approved in advance by Fifth Third (which approval shall not be unreasonably withheld or delayed) to provide for the allocation of the contribution for the period prior to the Effective Time. In addition, Emerald and Thrift Subsidiary shall be entitled to continue to make employer contributions to the 401(k) plan so long as such contributions are required by the 401(k) plan and are consistent with prior levels and rates of employer contributions. (2) If Fifth Third so requests, Emerald or the Thrift Subsidiary shall develop a plan and timetable for terminating any or all of the Qualified Benefit Plans, and, with the advance written approval of Fifth Third, shall proceed with the implementation of said termination plan and timetable. (3) Emerald and Thrift Subsidiary, without the advance written consent of Fifth Third, which shall not be unreasonably withheld or delayed, shall not (a) adopt any amendments to the Qualified Benefit Plans after the date of this Agreement (except as set forth in Section (1) above); or (b) make any distributions from the Qualified Benefit Plans after the date of this Agreement; or (c) except as set forth in Section (1) above, make any contributions to the Qualified Benefit Plans (except 401(k) employee contributions) after the date of this Agreement. (4) Emerald or Thrift Subsidiary shall provide to Fifth Third at least sixty (60) days prior to the Effective Time, documentation reasonably satisfactory to Fifth Third demonstrating that the requirements of Sections 404, 412, 415, 416, 401(k) and (m) of the Code have been satisfied by all of its Qualified Benefit Plans. (5) With respect to any Benefit Plan that provides for vesting of benefits, there shall be no discretionary acceleration of vesting without Fifth Third's consent whether or not such discretionary acceleration of vesting is provided under the terms of the Benefit Plan; provided that a Benefit Plan which pursuant to its terms provides for an acceleration of vesting upon a change of control of Emerald shall not be deemed to involve a discretionary acceleration of vesting and vesting thereunder shall accelerate as of the Effective Time. (a) Within three (3) weeks of the date of the Agreement, Emerald or Thrift Subsidiary shall cause to be filed with the Internal Revenue Service applications for complete determination letters covering (i) The Strongsville Savings Bank 401(k) Retirement Savings Plan including any and all amendments to that plan (including in particular the amendments executed on November 28, 1995 and March 26, 1997) and (ii) The Strongsville Savings Bank, Profit Sharing Plan including any and all amendments to the plan. (b) Within three (3) weeks of the date of the Agreement, Emerald or Thrift Subsidiary shall cause the testing required by Code Sections 415, 404 and 416 to be properly computed for the years 1995 through 1998; and the results of those tests shall be provided to Fifth Third. If any of those limits are violated, Fifth Third may require Emerald or Thrift Subsidiary to properly compute the tests for earlier years. (c) If there are any violations of the limits referred to in (b) above or if any other violations or requirements applicable to the Qualified Benefit Plans are identified, Emerald or Thrift Subsidiary shall take such corrective actions as Fifth Third requires. (d) Any and all costs incurred by Emerald or Thrift Subsidiary in connection with (a), (b) and (c) above including but not limited to any required plan contributions, taxes, penalties or other payments to the IRS, legal fees and administrative firm fees that, in total are in excess of $100,000, shall reduce the $270,000 amount that otherwise could be contributed under (1) above so that only the net amount may be contributed.

COOPERATION AND OTHER OBLIGATIONS AND OTHER COVENANTS. A. Fifth Third will, will prepare and cause to be filed at its expense such applications and other documents with the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Ohio Division of Financial InstitutionsBanks, the Office of Thrift SupervisionOTS, and any other governmental agencies as are required to secure the requisite approval of such agencies to the consummation of the transactions provided for in this Agreement, and the parties shall cooperate in the preparation of an appropriate registration statement, including the prospectus, proxy statement, and such other documents necessary to comply with all federal and state securities laws relating to the registration and issuance of the shares of Fifth Third Common Stock to be issued to the shareholders of Emerald CitFed Bancorp in this transaction (the expenses thereof, other than accounting, legal, investment banking, financial consulting and associated expenses of Emerald CitFed Bancorp and its affiliates, to be paid by Fifth Third), and any other laws applicable to the transactions provided for in this Agreement. Fifth Third shall use all reasonable efforts to file all such regulatory applications within ninety forty-five (9045) days of the date of this Agreement and the Registration/Proxy Statement within sixty(60) days of the date of this Agreement, and to secure all such approvalsapprovals as promptly as practicable. Emerald CitFed Bancorp agrees that it will, as promptly as practicable after request and at its own expense, provide Fifth Third with all information and documents concerning Emerald CitFed Bancorp and Thrift Subsidiarythe Subsidiaries, as shall be required in connection with preparing such applications, registration statements and other documents and in connection with securing such approvals. Prior to filing any such applications or other documents with the applicable governmental agencies, Fifth Third shall provide copies thereof to EmeraldCitFed Bancorp. CitFed Bancorp shall have the right to review, comment on and approve the proxy statement and any amendments thereto included in the registration statement in an appropriate manner prior to being filed. CitFed Bancorp also shall have the right to review and comment on all regulatory applications and responses in an appropriate manner prior to being filed. Fifth Third agrees that it will, as promptly as practicable after request and at its own expense, provide Emerald CitFed Bancorp with all information and documents concerning Fifth Third and its subsidiaries as shall be required in connection with preparing such applications, registration statements and other documents which are to be prepared and filed by Emerald CitFed Bancorp and in connection with approvals required to be obtained by Emerald CitFed Bancorp hereunder. Prior to filing any such applications, statements or other documents with the applicable governmental agency, Emerald CitFed Bancorp shall provide, at least five (5) days prior to the filing date, provide copies thereof to Fifth Third. B. Fifth Third will take no action or omit to take any action that could (i) delay consummation of the Merger, (ii) diminish the likelihood of the Merger receiving all regulatory approvals or otherwise being consummated; or (iii) prevent the Merger from qualifying as a reorganization under Section 368(a) of the Code or for treatment under present accounting rules as a pooling-of-interests. C. Each of the parties hereto agrees to use its best efforts and to cooperate with the other party in all reasonable respects in order to carry out and consummate the transactions contemplated by this Agreement at the earliest practicable time including, without limitation, the filing of applications, notices and other documents with, and obtaining approval from, appropriate governmental regulatory agencies. C. Emerald D. CitFed Bancorp agrees to permit Fifth Third, its officers, employees, accountants, agents and attorneys, and Fifth Third agrees to permit EmeraldCitFed Bancorp, its officers, employees, accountants, agents and attorneys, to have reasonable access during business hours to their respective books, records and properties, and those of the Thrift Subsidiary and Fifth Third Bank, N.W., as welltheir respective subsidiaries, for the purpose of making a detailed examination, or updating and amplifying prior examinations, of the financial condition, assets, liabilities, legal compliance, affairs and the conduct of the business of Emerald CitFed Bancorp and the Thrift Subsidiary Subsidiaries or Fifth Third or Fifth Third Bank, N.W.and its subsidiaries, as the case may be, prior to the Effective Time, and also to permit the monitoring of the foregoing on an ongoing basis (such rights of examination and monitoring to be subject to the confidentiality obligations set forth in such Paragraph Section VII.D. hereof); provided, however, that any such examination by Fifth Third or Emerald CitFed Bancorp shall not relieve Fifth Third or Emerald CitFed Bancorp from any responsibility or liability for any material misrepresentation or material breach of warranty hereunder discovered in the course of or subsequently to such examination and prior to the Effective Time. D. If all Emerald Rights have not been exercised E. All outstanding stock options under the CitFed Bancorp stock option plan as of the Effective Time (the "Existing Stock Options") shall be amended to provide that (i) upon exercise such holder shall receive that number of shares of Fifth Third Common Stock determined by multiplying the Exchange Ratio by the number of shares of CitFed Bancorp Common Stock subject to the Existing Stock Option, and (ii) the exercise price under such Existing Stock Option will be determined by dividing the exercise price per share under the Existing Stock Option in effect immediately prior to the Effective TimeTime by the Exchange Ratio, such Emerald Rights and rounding the exercise price thus determined to the nearest whole cent (a half-cent shall be converted rounded to options to purchase the next higher whole cent). All other terms and conditions of the Existing Stock Options shall remain in full force and effect, except as the context may require the substitution of Fifth Third Common for CitFed Bancorp. Fifth Third shall continue the separate existence of the CitFed Stock Option Plan, provided, however, that Fifth Third may, in its sole discretion, combine the CitFed Bancorp Stock Option Plan as a separate and distinct part of any other stock based on employee incentive plan that Fifth Third may utilize from time to time. All such actions shall be taken consistent with Section 424(a) of the Exchange Ratio with Code and the option exercise price adjusted accordingly to take into account the change in the number of optionsapplicable regulations thereunder. (1) Emerald or Thrift Subsidiary CitFed Bancorp and its Subsidiaries, if applicable, shall take all actions necessary to freeze the Qualified Benefit Plans CitFed defined benefit pension plan as of a date least thirty (30) days prior to the Effective Time such that no further contributions (including employee 401(k) contributions) shall be made under the Qualified Benefit Plans after the Effective Time. Emerald and Thrift Subsidiary shall have the right to make discretionary contributions to the Thrift Subsidiary Profit Sharing Plan ("Profit Sharing Plan") with respect to the 1999 plan year but such contributions shall not exceed $270,000 (as reduced, if applicable, by the amounts described in (6) below), provided that the Profit Sharing Plan is first amended in a manner approved in advance by Fifth Third (which approval shall not be unreasonably withheld or delayed) to provide for the allocation of the contribution for the period prior to the Effective Time. In additionconjunction therewith, Emerald CitFed Bancorp and Thrift Subsidiary its Subsidiaries, if applicable, may at any time make amendments to the CitFed defined benefit pension plan to adjust the formula and qualifications for determining benefits thereunder in a manner selected by it to assure that any excess funding in such plan as of the Effective Time (calculated on a plan termination basis and as agreed to by Fifth Third's actuaries) inures solely to the benefit of participants in such plan or their beneficiaries and to fully vest all benefits of participants as of the Effective Time, provided that such changes are undertaken in a manner that does not adversely affect the qualified status of such plan. Excess funding shall be entitled determined as of the Effective Time disregarding and without reduction for cash balance credits implemented at the request of Fifth Third pursuant to continue to make employer contributions to the 401(k) plan so long as such contributions are required by the 401(k) plan and are consistent with prior levels and rates of employer contributionsSection V.F.5 below. (2) If Fifth Third so requests, Emerald or the Thrift Subsidiary shall develop a plan and timetable for terminating Neither CitFed Bancorp nor any or all of the Qualified Benefit Plans, and, with the advance written approval of Fifth Third, shall proceed with the implementation of said termination plan and timetable. (3) Emerald and Thrift Subsidiaryits Subsidiaries, without the advance written consent of Fifth ThirdThird shall (1) except to the extent necessary to carry out the terms of this Agreement, which shall not be unreasonably withheld or delayedas required by applicable law, shall not (a) adopt any amendments to the Qualified Benefit Plans after the date of this Agreement (except as set forth in Section (1) above)Agreement; or (b2) make any distributions from the contributions to any Qualified Benefit Plans Plan after the date of this Agreement; or (c) , except as set forth in Section (1) above, make any contributions to the Qualified Benefit Plans (except 401(k) employee contributions) after the date ordinary course of this Agreementbusiness consistent with past practices. (43) Emerald CitFed Bancorp or Thrift Subsidiary one or more of the Subsidiaries shall provide to Fifth Third at least sixty (60) days prior to the Effective Time, documentation reasonably satisfactory to Fifth Third demonstrating that the requirements of Sections 404, 412, 415, 416, 401(k) and (m) of the Code have been satisfied by all of its Qualified Benefit Plans. (54) With respect to any Benefit Plan that provides for vesting of benefits, there shall be no discretionary acceleration of vesting without Fifth Third's consent whether or not such discretionary acceleration of vesting is provided under the terms of the Benefit Plan; provided that a Benefit Plan which pursuant to its terms provides for an acceleration of vesting upon a change of control of Emerald CitFed Bancorp shall not be deemed to involve a discretionary acceleration of vesting and vesting thereunder shall accelerate as of the Effective Time. (a5) Within three (3) weeks If Fifth Third so requests, CitFed Bancorp or one or more of the date Subsidiaries shall have amended CitFed Bancorp's defined benefit plan in the manner directed by Fifth Third in order to provide for employees of CitFed Bancorp and the Agreement, Emerald or Thrift Subsidiary shall cause to be filed with Subsidiaries such cash balance credits as Fifth Third determines would approximate the Internal Revenue Service applications for complete determination letters covering (i) The Strongsville Savings Bank 401(k) Retirement Savings Plan including any and all amendments to that projected profit sharing plan (including in particular contributions such employees would receive after closing under the amendments executed on November 28, 1995 and March 26, 1997) and (ii) The Strongsville Savings Bank, Fifth Third Bancorp Master Profit Sharing Plan including any and all amendments to the plan. (b) Within three (3) weeks for a number of the date of the Agreement, Emerald or Thrift Subsidiary shall cause the testing required years determined by Code Sections 415, 404 and 416 to be properly computed for the years 1995 through 1998; and the results of those tests shall be provided to Fifth Third. If any of those limits are violated, Fifth Third may require Emerald or Thrift Subsidiary to properly compute the tests for earlier years. (c) If there are any violations of the limits referred to in (b) above or if any other violations or requirements applicable to the Qualified Benefit Plans are identified, Emerald or Thrift Subsidiary shall take such corrective actions as Fifth Third requires. (d) Any and all costs incurred by Emerald or Thrift Subsidiary in connection with (a), (b) and (c) above including but not limited to any required plan contributions, taxes, penalties or other payments to the IRS, legal fees and administrative firm fees that, in total are in excess of $100,000, shall reduce the $270,000 amount that otherwise could be contributed under (1) above so that only the net amount may be contributed.

COOPERATION AND OTHER OBLIGATIONS AND OTHER COVENANTS. A. Fifth Third will, prepare and cause to be filed at its expense such applications and other documents with the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Ohio Division of Financial InstitutionsBanks, the Office of Thrift Supervision, and any other governmental agencies as are required to secure the requisite approval of such agencies to the consummation of the transactions provided for in this Agreement, and the parties shall cooperate in the preparation of an appropriate registration statement, including the prospectus, proxy statement, and such other documents necessary to comply with all federal and state securities laws relating to the registration and issuance of the shares of Fifth Third Common Stock to be issued to the shareholders of Emerald Suburban Bancorp in this transaction (the expenses thereof, other than accounting, legal, investment banking, financial consulting and associated expenses of Emerald Suburban Bancorp and its affiliates, to be paid by Fifth Third), and any other laws applicable to the transactions provided for in this Agreement. Fifth Third shall use all reasonable efforts to file all such applications within ninety sixty (9060) days of the date of this Agreement and to secure all such approvals. Emerald Suburban Bancorp agrees that it will, as promptly as practicable after request and at its own expense, provide Fifth Third with all information and documents concerning Emerald Suburban Bancorp and Thrift Subsidiary, as shall be required in connection with preparing such applications, registration statements and other documents and in connection with securing such approvals. Prior to filing any such applications or other documents with the applicable governmental agencies, Fifth Third shall provide provide, at least five (5) days prior to the filing date, copies thereof to EmeraldSuburban Bancorp. Suburban Bancorp shall have the right to review and comment on the proxy statement included in the registration statement in an appropriate manner prior to its filing. Fifth Third agrees that it will, as promptly as practicable after request and at its own expense, provide Emerald Suburban Bancorp with all information and documents concerning Fifth Third and its subsidiaries as shall be required in connection with preparing such applications, registration statements and other documents which are to be prepared and filed by Emerald Suburban Bancorp and in connection with approvals required to be obtained by Emerald Suburban Bancorp hereunder. Prior to filing any such applications, statements or other documents with the applicable governmental agency, Emerald Suburban Bancorp shall provide, at least five (5) days prior to the filing date, copies thereof to Fifth Third. B. Each of the parties hereto agrees to use its best efforts and to cooperate with the other party in all reasonable respects in order to carry out and consummate the transactions contemplated by this Agreement at the earliest practicable time including, without limitation, the filing of applications, notices and other documents with, and obtaining approval from, appropriate governmental regulatory agencies. C. Emerald Suburban Bancorp agrees to permit Fifth Third, its officers, employees, accountants, agents and attorneys, and Fifth Third agrees to permit EmeraldSuburban Bancorp, its officers, employees, accountants, agents and attorneys, to have reasonable access during business hours to their respective books, records and properties, and those of the Thrift Subsidiary and The Fifth Third Bank, N.W., Bank as well, for the purpose of making a detailed examination, or updating and amplifying prior examinations, of the financial condition, assets, liabilities, legal compliance, affairs and the conduct of the business of Emerald Suburban Bancorp and the Thrift Subsidiary or Fifth Third or The Fifth Third Bank, N.W., as the case may be, prior to the Effective Time, and also to permit the monitoring of the foregoing on an ongoing basis (such rights of examination and monitoring to be subject to the confidentiality obligations set forth in such Paragraph VII.D. hereof); provided, however, that any such examination by Fifth Third or Emerald Suburban Bancorp shall not relieve Fifth Third or Emerald Suburban Bancorp from any responsibility or liability for any material misrepresentation or material breach of warranty hereunder discovered in the course of or subsequently to such examination and prior to the Effective Time. D. If (1) Suburban Bancorp shall develop a written description and timetable which shall be provided to and approved by Fifth Third and its counsel, setting forth all Emerald Rights actions necessary to: (i) make contributions to the Suburban Bancorp, Inc. Employee Stock Ownership Plan ("ESOP") and/or to have the ESOP sell unallocated shares under the ESOP to fully repay the ESOP's existing loan, all in compliance with the applicable requirements of ERISA and the Internal Revenue Code, including Code Sections 415 (as interpreted by the IRS in Private Letter Rulings 9648054 and 9426048) and 404; (ii) amend the ESOP to authorize the sale of unallocated shares to repay the loan, to provide for the allocation of gain on the sale of unallocated shares in a manner that complies with the position of the IRS in Private Letter Rulings 9648054 and 9426048 and to make such other changes as may be necessary to implement the termination; (iii) terminate the ESOP; and (iv) submit the ESOP to the Internal Revenue Service for a determination letter that the ESOP, as so amended and terminated, continues to be a qualified retirement plan and employee stock ownership plan under Sections 401(a) and 4975(e)(7) of the Code. Upon development and approval by Fifth Third of said written description and timetable, Suburban Bancorp shall take such actions as described therein as are approved by Fifth Third. Distribution of the shares and any other assets of the ESOP shall (i) not been exercised occur until after the receipt of the foregoing IRS determination letter and (ii) occur prior to the Effective Time only with the express written consent of Fifth Third, which shall not be unreasonably withheld. In connection with the development of the written description and timetables referred to above and resolution of the ESOP, the parties agree they intend that, to the extent not prohibited by applicable law, the ESOP shall be maintained through the date of its final termination for the exclusive benefit of individuals who had become ESOP participants on or before the Effective Time. In furtherance of this intention, such timetable and plan shall include provisions: (a) that Suburban Bancorp may make contributions to the ESOP for the plan year ending June 30, 1997 in the amount accrued in the ordinary course through February 28, 1997; (b) That Suburban may make contributions to the ESOP for the plan year ending June 30, 1997, in the amount accrued and to be accrued in the ordinary course from March 1, 1997, through June 30, 1997, but in no event greater than $42,000 and in no event may any amount be contributed that would create or increase an amount in the ESOP suspense account which, under the written description and timetable referred to above (assuming termination of the ESOP on June 30, 1998) may not be allocated within the limits of Code section 415 (as interpreted by the IRS in Private Letter Rulings 9648054 and 9426048); (c) that no interest shall accrue on the existing ESOP loan after June 30, 1997; and, (d) that the ESOP shall terminate no later than June 30, 1998 if at that time there would be no amount in the ESOP suspense account which may not be allocated within the limits of Code section 415 (as interpreted by the IRS in Private Letter Rulings 9648054 and 9426048). If, upon development of the written description and timetable referred to above, the parties agree in good faith that allocation of all or any shares of stock held in the ESOP's suspense account would violate the Code's section 415 limitations as interpreted by the IRS in private letter rulings 9648054 and 9426048, Suburban Bancorp shall apply to the IRS for approval (either through an IRS determination letter or other means reasonably acceptable to Fifth Third) of a transaction (the "Transaction") whereby the excess shares (or cash value thereof) (i.e., those shares remaining after fully utilizing the section 415 limits as interpreted by the -23- IRS in private rulings 9648054 and 9426048) either revert to Fifth Third or are transferred to an employee benefit plan of Fifth Third. If and only if the IRS approves such a Transaction, or Fifth Third otherwise proceeds with the Transaction without IRS approval, Fifth Third will thereafter pay (out of its corporate assets and not plan assets) an equivalent amount (determined using the fair market value of the transferred plan assets at the time of the transfer), reduced by expenses incurred, to individuals who were ESOP participants on the Effective Time and who shall divide such payment pro rata based on their relative ESOP account balances on June 30, 1997. The parties further agree that counsel selected by Suburban Bancorp shall be responsible, before and after the Effective Time, such Emerald Rights shall both for securing a determination letter from the Internal Revenue Service ("IRS") that the Suburban Bancorp ESOP, is tax-qualified for periods through its termination date and a determination letter or other acceptable IRS approval effectuating the purposes of this paragraph, all subject to the prior review and approval (which approval will not be converted to options to purchase unreasonably withheld) of Fifth Third Common Stock based on and its counsel of the Exchange Ratio filings with the option exercise price adjusted accordingly IRS and notice and opportunity to take into account comment by Fifth Third with respect to any other actions; provided that after the change Effective Time Fifth Third may remove such counsel if such counsel fails to carry out the directions of the parties in the number of optionsinterest. (2) Except as provided in (1) Emerald above, Suburban Bancorp or Thrift Subsidiary shall take all actions necessary to freeze the Qualified Benefit Plans as of a date at least thirty (30) days prior to preceding the Effective Time such that no further contributions (including employee 401(k) contributions) shall be made under the Qualified Benefit Plans after the Effective Time. Emerald and Thrift Subsidiary shall have the right to make discretionary contributions to the Thrift Subsidiary Profit Sharing Plan ("Profit Sharing Plan") with respect to the 1999 plan year but such contributions shall not exceed $270,000 (as reduced, if applicable, by the amounts described in (6) below), provided that the Profit Sharing Plan is first amended in a manner approved in advance by Fifth Third (which approval shall not be unreasonably withheld or delayed) to provide for the allocation of the contribution for the period prior to the Effective Time. In addition, Emerald and Thrift Subsidiary shall be entitled to continue to make employer contributions to the 401(k) plan so long as such contributions are required by the 401(k) plan and are consistent with prior levels and rates of employer contributionsPlans. (23) If Fifth Third so requests, Emerald Suburban Bancorp or the Thrift Subsidiary shall develop a plan and timetable for terminating any or all of the Qualified Benefit PlansPlans other than the ESOP, and, with the advance written approval of Fifth Third, shall proceed with the implementation of said termination plan and timetable. (34) Emerald Except as provided in (1) above, Suburban Bancorp and Thrift Subsidiary, without the advance written consent of Fifth Third, which shall not be unreasonably withheld or delayed, Third shall not (a1) adopt any amendments to the Qualified Benefit Plans after the date of this Agreement (except as set forth in Section (1) above)Agreement; or (b2) make any distributions from the Qualified Benefit Plans after the date of this Agreement; or (c3) except as set forth in Section (1) above, make any contributions to the Qualified Benefit Plans (except 401(k) employee contributions) after the date of this Agreement. (45) Emerald Suburban Bancorp or Thrift Subsidiary shall provide to Fifth Third at least sixty (60) days prior to the Effective Time, documentation reasonably satisfactory to Fifth Third demonstrating that the requirements of Sections 404, 412, 415, 416, 401(k) and (m) of the Code have been satisfied by all of its Qualified Benefit PlansPlans or that the violation of any such requirement is adequately addressed in the VCR application referred to in (9) below. (56) With respect to any Benefit Plan that provides for vesting of benefits, there shall be no discretionary acceleration of vesting without Fifth Third's consent whether or not such discretionary acceleration of vesting is provided under the terms of the Benefit Plan; provided that a Benefit Plan which pursuant to its terms provides for an acceleration of vesting upon a change of control of Emerald Suburban Bancorp shall not be deemed to involve a discretionary acceleration of vesting and vesting thereunder shall accelerate as of the Effective Time. (a7) Within three (3With respect to the operational problems previously identified with respect to the Suburban ESOP and 401(k) weeks of Plan, the date of the Agreement, Emerald or Thrift Subsidiary parties shall cause use their best efforts to be filed proceed with the Internal Revenue Service applications for complete determination letters covering (i) The Strongsville Savings Bank 401(k) Retirement Savings Plan including any actions described in the written description and all amendments to timetable that plan (including in particular the amendments executed on November 28, 1995 and March 26, 1997) and (ii) The Strongsville Savings Bank, Profit Sharing Plan including any and all amendments to the plan. (b) Within three (3) weeks of the date of the Agreement, Emerald or Thrift Subsidiary shall cause the testing required by Code Sections 415, 404 and 416 to be properly computed for the years 1995 through 1998; and the results of those tests shall be provided to Fifth Third. If any of those limits are violated, Fifth Third may require Emerald or Thrift Subsidiary to properly compute the tests for earlier years. (c) If there are any violations of the limits referred to in (b) above or if any other violations or requirements applicable to the Qualified Benefit Plans are identified, Emerald or Thrift Subsidiary shall take such corrective actions is appended hereto as Fifth Third requires. (d) Any and all costs incurred by Emerald or Thrift Subsidiary in connection with (a), (b) and (c) above including but not limited to any required plan contributions, taxes, penalties or other payments to the IRS, legal fees and administrative firm fees that, in total are in excess of $100,000, shall reduce the $270,000 amount that otherwise could be contributed under (1) above so that only the net amount may be contributed.Appendix V.E.

COOPERATION AND OTHER OBLIGATIONS AND OTHER COVENANTS. A. Fifth Third will, will prepare and cause to be filed at its expense such applications and other documents with the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Ohio Division of Financial InstitutionsBanks, the Office of Thrift Supervision, and any other governmental agencies as are required to secure the requisite approval of such agencies to the consummation of the transactions provided for in this Agreement, and the parties shall cooperate in the preparation of an appropriate registration statement, including the prospectus, proxy statement, and such other documents necessary to comply with all federal and state securities laws relating to the registration and issuance of the shares of Fifth Third Common Stock to be issued to the shareholders of Emerald Enterprise in this transaction (the expenses thereof, other than accounting, legal, investment banking, financial consulting and associated expenses of Emerald Enterprise and its affiliates, to be paid by Fifth Third), and any other laws applicable to the transactions provided for in this Agreement. Fifth Third shall use all reasonable efforts to file all such applications within ninety (90) days of the date of this Agreement and to secure all such approvals. Emerald Enterprise agrees that it will, as promptly as practicable after request and at its own expense, provide Fifth Third with all information and documents concerning Emerald Enterprise and Thrift Subsidiary, as shall be required in connection with preparing such applications, registration statements and other documents and in connection with securing such approvals. Prior to filing any such applications or other documents with the applicable governmental agencies, Fifth Third shall provide copies thereof to EmeraldEnterprise. Fifth Third agrees that it will, as promptly as practicable after request and at its own expense, provide Emerald Enterprise with all information and documents concerning Fifth Third and its subsidiaries as shall be required in connection with preparing such applications, registration statements and other documents which are to be prepared and filed by Emerald Enterprise and in connection with approvals required to be obtained by Emerald Enterprise hereunder. Prior to filing any such applications, statements or other documents with the applicable governmental agency, Emerald Enterprise shall provide, at least five (5) days prior to the filing date, copies thereof to Fifth Third. B. Each of the parties hereto agrees to use its best efforts and to cooperate with the other party in all reasonable respects in order to carry out and consummate the transactions contemplated by this Agreement at the earliest practicable time including, without limitation, the filing of applications, notices and other documents with, and obtaining approval from, appropriate governmental regulatory agencies. C. Emerald Enterprise agrees to permit Fifth Third, its officers, employees, accountants, agents and attorneys, and Fifth Third agrees to permit EmeraldEnterprise, its officers, employees, accountants, agents and attorneys, to have reasonable access during business hours to their respective books, records and properties, and those of the Thrift Subsidiary and Fifth Third Bank, N.W., as well, for the purpose of making a detailed examination, or updating and amplifying prior examinations, of the financial condition, assets, liabilities, legal compliance, affairs and the conduct of the business of Emerald and the Thrift Subsidiary or Fifth Third or Fifth Third Bank, N.W., as the case may be, prior to the Effective Time, and also to permit the monitoring of the foregoing on an ongoing basis (such rights of examination and monitoring to be subject to the confidentiality obligations set forth in such Paragraph VII.D. hereof); provided, however, that any such examination by Fifth Third or Emerald shall not relieve Fifth Third or Emerald from any responsibility or liability for any material misrepresentation or material breach of warranty hereunder discovered in the course of or subsequently to such examination and prior to the Effective Time. D. If all Emerald Rights have not been exercised prior to the Effective Time, such Emerald Rights shall be converted to options to purchase Fifth Third Common Stock based on the Exchange Ratio with the option exercise price adjusted accordingly to take into account the change in the number of options. (1) Emerald or Thrift Subsidiary shall take all actions necessary to freeze the Qualified Benefit Plans as of a date least thirty (30) days prior to the Effective Time such that no further contributions (including employee 401(k) contributions) shall be made under the Qualified Benefit Plans after the Effective Time. Emerald and Thrift Subsidiary shall have the right to make discretionary contributions to the Thrift Subsidiary Profit Sharing Plan ("Profit Sharing Plan") with respect to the 1999 plan year but such contributions shall not exceed $270,000 (as reduced, if applicable, by the amounts described in (6) below), provided that the Profit Sharing Plan is first amended in a manner approved in advance by Fifth Third (which approval shall not be unreasonably withheld or delayed) to provide for the allocation of the contribution for the period prior to the Effective Time. In addition, Emerald and Thrift Subsidiary shall be entitled to continue to make employer contributions to the 401(k) plan so long as such contributions are required by the 401(k) plan and are consistent with prior levels and rates of employer contributions. (2) If Fifth Third so requests, Emerald or the Thrift Subsidiary shall develop a plan and timetable for terminating any or all of the Qualified Benefit Plans, and, with the advance written approval of Fifth Third, shall proceed with the implementation of said termination plan and timetable. (3) Emerald and Thrift Subsidiary, without the advance written consent of Fifth Third, which shall not be unreasonably withheld or delayed, shall not (a) adopt any amendments to the Qualified Benefit Plans after the date of this Agreement (except as set forth in Section (1) above); or (b) make any distributions from the Qualified Benefit Plans after the date of this Agreement; or (c) except as set forth in Section (1) above, make any contributions to the Qualified Benefit Plans (except 401(k) employee contributions) after the date of this Agreement. (4) Emerald or Thrift Subsidiary shall provide to Fifth Third at least sixty (60) days prior to the Effective Time, documentation reasonably satisfactory to Fifth Third demonstrating that the requirements of Sections 404, 412, 415, 416, 401(k) and (m) of the Code have been satisfied by all of its Qualified Benefit Plans. (5) With respect to any Benefit Plan that provides for vesting of benefits, there shall be no discretionary acceleration of vesting without Fifth Third's consent whether or not such discretionary acceleration of vesting is provided under the terms of the Benefit Plan; provided that a Benefit Plan which pursuant to its terms provides for an acceleration of vesting upon a change of control of Emerald shall not be deemed to involve a discretionary acceleration of vesting and vesting thereunder shall accelerate as of the Effective Time. (a) Within three (3) weeks of the date of the Agreement, Emerald or Thrift Subsidiary shall cause to be filed with the Internal Revenue Service applications for complete determination letters covering (i) The Strongsville Savings Bank 401(k) Retirement Savings Plan including any and all amendments to that plan (including in particular the amendments executed on November 28, 1995 and March 26, 1997) and (ii) The Strongsville Savings Bank, Profit Sharing Plan including any and all amendments to the plan. (b) Within three (3) weeks of the date of the Agreement, Emerald or Thrift Subsidiary shall cause the testing required by Code Sections 415, 404 and 416 to be properly computed for the years 1995 through 1998; and the results of those tests shall be provided to Fifth Third. If any of those limits are violated, Fifth Third may require Emerald or Thrift Subsidiary to properly compute the tests for earlier years. (c) If there are any violations of the limits referred to in (b) above or if any other violations or requirements applicable to the Qualified Benefit Plans are identified, Emerald or Thrift Subsidiary shall take such corrective actions as Fifth Third requires. (d) Any and all costs incurred by Emerald or Thrift Subsidiary in connection with (a), (b) and (c) above including but not limited to any required plan contributions, taxes, penalties or other payments to the IRS, legal fees and administrative firm fees that, in total are in excess of $100,000, shall reduce the $270,000 amount that otherwise could be contributed under (1) above so that only the net amount may be contributed.

COOPERATION AND OTHER OBLIGATIONS AND OTHER COVENANTS. A. Fifth Third will, will prepare and cause to be filed at its expense such applications and other documents with the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the CurrencyCurrency ("OCC"), the Federal Deposit Insurance Corporation, the Department of the Treasury, the Ohio Division of Financial Institutions, the Office of Thrift Supervision, and any other governmental agencies as are required to secure the requisite approval of such agencies to the consummation of the transactions provided for in this Agreement, and the parties shall cooperate in the preparation of an appropriate registration statement, including the prospectus, proxy statement, and such other documents necessary to comply with all federal and state securities laws relating to the registration and issuance of the shares of Fifth Third Common Stock to be issued to the shareholders of Emerald Capital in this transaction (the expenses thereof, other than accounting, legal, investment banking, financial consulting and associated expenses of Emerald Capital and its affiliates, to be paid by Fifth Third), and any other laws applicable to the transactions provided for in this Agreement. Fifth Third shall use all reasonable efforts to file all such applications within ninety sixty (9060) days of the date of this Agreement and to secure all such approvals. Emerald Capital agrees that it will, as promptly as practicable after request and at its own expense, provide Fifth Third with all information and documents concerning Emerald Capital, Capital Bank and Thrift SubsidiaryCBNA Building Company, as shall be required in connection with preparing such applications, registration statements and other documents and in connection with securing such approvals. Prior to filing any such applications or other documents with the applicable governmental agencies, Fifth Third shall provide copies thereof to EmeraldCapital. Fifth Third agrees that it will, as promptly as practicable after request and at its own expense, provide Emerald Capital with all information and documents concerning Fifth Third and its subsidiaries as shall be required in connection with preparing such applications, registration statements and other documents which are to be prepared and filed by Emerald Capital and in connection with approvals required to be obtained by Emerald Capital hereunder. Prior to filing any such applications, statements or other documents with the applicable governmental agency, Emerald Capital shall provide, at least five ten (510) days prior to the filing date, copies thereof to Fifth Third. B. Each of the parties hereto agrees to use its best efforts and to cooperate with the other party in all reasonable respects in order to carry out and consummate the transactions contemplated by this Agreement at the earliest practicable time including, without limitation, the filing of applications, notices and other documents with, and obtaining approval from, appropriate governmental regulatory agencies. C. Emerald Capital agrees to permit Fifth Third, its officers, employees, accountants, agents and attorneys, and Fifth Third agrees to permit EmeraldCapital, its officers, employees, accountants, agents and attorneys, to have reasonable access during business hours to their respective books, records and properties, and those of the Thrift Subsidiary Capital Bank, CBNA Building Company and Fifth Third Bank, N.W., Western Ohio as well, for the purpose of making a detailed examination, or updating and amplifying prior examinations, of the financial condition, assets, liabilities, legal compliance, affairs and the conduct of the business of Emerald Capital, Capital Bank and the Thrift Subsidiary CBNA Building Company or Fifth Third or Fifth Third Bank, N.W.Western Ohio, as the case may be, prior to the Effective Time, and also to permit the monitoring of the foregoing on an ongoing basis (such rights of examination and monitoring to be subject to the confidentiality obligations set forth in such Paragraph VII.D. hereof); provided, however, that any such examination by Fifth Third or Emerald Capital shall not relieve Fifth Third or Emerald Capital from any responsibility or liability for any material misrepresentation or material breach of warranty hereunder discovered in the course of or subsequently to such examination and prior to the Effective Time. D. If all Emerald Rights options have not been exercised prior to the Effective Time, such Emerald Rights options shall be converted to options to purchase Fifth Third Common Stock based on the Exchange Ratio exchange ratio with the option exercise price adjusted accordingly to take into account the change in the number of options. (E. 1) Emerald or Thrift Subsidiary shall take all actions necessary to freeze the Qualified Benefit Plans as of a date least thirty (30) days prior to the Effective Time such that no further contributions (including employee 401(k) contributions) shall be made under the Qualified Benefit Plans after the Effective Time. Emerald Capital, Capital Bank and Thrift Subsidiary shall have the right to make discretionary contributions to the Thrift Subsidiary Profit Sharing Plan ("Profit Sharing Plan") with respect to the 1999 plan year but such contributions shall not exceed $270,000 (as reduced, if applicable, by the amounts described in (6) below), provided that the Profit Sharing Plan is first amended in a manner approved in advance by Fifth Third (which approval shall not be unreasonably withheld or delayed) to provide for the allocation of the contribution for the period prior to the Effective Time. In addition, Emerald and Thrift Subsidiary shall be entitled to continue to make employer contributions to the 401(k) plan so long as such contributions are required by the 401(k) plan and are consistent with prior levels and rates of employer contributions. (2) If Fifth Third so requests, Emerald or the Thrift Subsidiary shall develop a plan and timetable for terminating any or all of the Qualified Benefit Plans, and, with the advance written approval of Fifth Third, shall proceed with the implementation of said termination plan and timetable. (3) Emerald and Thrift SubsidiaryCBNA Building Company, without the advance written consent of Fifth Third, which shall not be unreasonably withheld take any action which would reduce or delayed, shall not restrict the availability of surplus (aexcess of plan assets over plan liabilities) adopt under any amendments to the Qualified Benefit Plans after the date of this Agreement (except defined benefit plan as set forth defined in Section (1) above); or (b) make any distributions from the Qualified Benefit Plans after the date of this Agreement; or (c) except as set forth in Section (1) above, make any contributions to the Qualified Benefit Plans (except 401(k) employee contributions) after the date of this Agreement. (4) Emerald or Thrift Subsidiary shall provide to Fifth Third at least sixty (60) days prior to the Effective Time, documentation reasonably satisfactory to Fifth Third demonstrating that the requirements of Sections 404, 412, 415, 416, 401(k) and (m414(j) of the Code have been satisfied by all of its Qualified Benefit PlansCode. (5) With respect to any Benefit Plan that provides for vesting of benefits, there shall be no discretionary acceleration of vesting without Fifth Third's consent whether or not such discretionary acceleration of vesting is provided under the terms of the Benefit Plan; provided that a Benefit Plan which pursuant to its terms provides for an acceleration of vesting upon a change of control of Emerald shall not be deemed to involve a discretionary acceleration of vesting and vesting thereunder shall accelerate as of the Effective Time. (a) Within three (3) weeks of the date of the Agreement, Emerald or Thrift Subsidiary shall cause to be filed with the Internal Revenue Service applications for complete determination letters covering (i) The Strongsville Savings Bank 401(k) Retirement Savings Plan including any and all amendments to that plan (including in particular the amendments executed on November 28, 1995 and March 26, 1997) and (ii) The Strongsville Savings Bank, Profit Sharing Plan including any and all amendments to the plan. (b) Within three (3) weeks of the date of the Agreement, Emerald or Thrift Subsidiary shall cause the testing required by Code Sections 415, 404 and 416 to be properly computed for the years 1995 through 1998; and the results of those tests shall be provided to Fifth Third. If any of those limits are violated, Fifth Third may require Emerald or Thrift Subsidiary to properly compute the tests for earlier years. (c) If there are any violations of the limits referred to in (b) above or if any other violations or requirements applicable to the Qualified Benefit Plans are identified, Emerald or Thrift Subsidiary shall take such corrective actions as Fifth Third requires. (d) Any and all costs incurred by Emerald or Thrift Subsidiary in connection with (a), (b) and (c) above including but not limited to any required plan contributions, taxes, penalties or other payments to the IRS, legal fees and administrative firm fees that, in total are in excess of $100,000, shall reduce the $270,000 amount that otherwise could be contributed under (1) above so that only the net amount may be contributed.

COOPERATION AND OTHER OBLIGATIONS AND OTHER COVENANTS. A. Fifth Third will, will prepare and cause to be filed at its expense such applications and other documents with the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Department of the Treasury, the Ohio Division of Financial Institutions, the Michigan Division of Financial Institutions, the Office of Thrift Supervision, and any other governmental agencies as are required to secure the requisite approval of such agencies to the consummation of the transactions provided for in this Agreement, and the parties shall cooperate in the preparation of an appropriate registration statement, including the prospectus, proxy statement, and such other documents necessary to comply with all federal and state securities laws relating to the registration and issuance of the shares of Fifth Third Common Stock to be issued to the shareholders of Emerald Ottawa in this transaction (the expenses thereof, other than accounting, legal, investment banking, financial consulting and associated expenses of Emerald Ottawa and its affiliates, to be paid by Fifth Third), and any other laws applicable to the transactions provided for in this Agreement. Fifth Third shall use all reasonable efforts to file all such applications within ninety (90) days of the date of this Agreement and to secure all such approvals. Emerald Ottawa agrees that it will, as promptly as practicable after request and at its own expense, provide Fifth Third with all information and documents concerning Emerald Ottawa, AmeriBank and Thrift Subsidiarythe Non-Bank Subsidiaries, as shall be required in connection with preparing such applications, registration statements and other documents and in connection with securing such approvals. Prior to filing any such applications or other documents with the applicable governmental agencies, Fifth Third shall provide copies thereof to EmeraldOttawa. Fifth Third agrees that it will, as promptly as practicable after request and at its own expense, provide Emerald Ottawa with all information and documents concerning Fifth Third and its subsidiaries as shall be required in connection with preparing such applications, registration statements and other documents which are to be prepared and filed by Emerald Ottawa and in connection with approvals required to be obtained by Emerald Ottawa hereunder. Prior to filing any such applications, statements or other documents with the applicable governmental agency, Emerald Ottawa shall provide, at least five (5) days prior to the filing date, provide copies thereof to Fifth Third. B. Each of the parties hereto agrees to use its best efforts and to cooperate with the other party in all reasonable respects in order to carry out and consummate the transactions contemplated by this Agreement at the earliest practicable time including, without limitation, the filing of applications, notices and other documents with, and obtaining approval from, appropriate governmental regulatory agencies. C. Emerald Ottawa agrees to permit Fifth Third, its officers, employees, accountants, agents and attorneys, and Fifth Third agrees to permit EmeraldOttawa, its officers, employees, accountants, agents and attorneys, to have reasonable access during business hours to their respective books, records and properties, and those of AmeriBank, the Thrift Subsidiary Non-Bank Subsidiaries and Fifth Third Bank, N.W., Indiana as well, for the purpose of making a detailed examination, or updating and amplifying prior examinations, of the financial condition, assets, liabilities, legal compliance, affairs and the conduct of the business of Emerald Ottawa, AmeriBank and the Thrift Subsidiary Non-Bank Subsidiaries or Fifth Third or Fifth Third Bank, N.W.Indiana, as the case may be, prior to the Effective Time, and also to permit the monitoring of the foregoing on an ongoing basis (such rights of examination and monitoring to be subject to the confidentiality obligations set forth in such Paragraph VII.D. hereof); provided, however, that any such examination by Fifth Third or Emerald Ottawa shall not relieve Fifth Third or Emerald Ottawa from any 25NEXT PAGE responsibility or liability for any material misrepresentation or material breach of warranty hereunder discovered in the course of or subsequently to such examination and prior to the Effective Time. D. If all Emerald Rights have not been exercised prior to 1. Ottawa, AmeriBank and the Effective Time, such Emerald Rights shall be converted to options to purchase Fifth Third Common Stock based on the Exchange Ratio with the option exercise price adjusted accordingly to take into account the change in the number of options. (1) Emerald or Thrift Subsidiary shall take all actions necessary to freeze the Qualified Benefit Plans as of a date least thirty (30) days prior to the Effective Time such that no further contributions (including employee 401(k) contributions) shall be made under the Qualified Benefit Plans after the Effective Time. Emerald and Thrift Subsidiary shall have the right to make discretionary contributions to the Thrift Subsidiary Profit Sharing Plan ("Profit Sharing Plan") with respect to the 1999 plan year but such contributions shall not exceed $270,000 (as reduced, if applicable, by the amounts described in (6) below), provided that the Profit Sharing Plan is first amended in a manner approved in advance by Fifth Third (which approval shall not be unreasonably withheld or delayed) to provide for the allocation of the contribution for the period prior to the Effective Time. In addition, Emerald and Thrift Subsidiary shall be entitled to continue to make employer contributions to the 401(k) plan so long as such contributions are required by the 401(k) plan and are consistent with prior levels and rates of employer contributions. (2) If Fifth Third so requests, Emerald or the Thrift Subsidiary shall develop a plan and timetable for terminating any or all of the Qualified Benefit Plans, and, with the advance written approval of Fifth Third, shall proceed with the implementation of said termination plan and timetable. (3) Emerald and Thrift SubsidiaryNon-Bank Subsidiaries, without the advance written consent of Fifth Third, which shall not be unreasonably withheld take any action which would reduce or delayed, shall not restrict the availability of surplus (aexcess of plan assets over plan liabilities) adopt under any amendments to the Qualified Benefit Plans after the date of this Agreement (except defined benefit plan as set forth defined in Section (1) above); or (b) make any distributions from the Qualified Benefit Plans after the date of this Agreement; or (c) except as set forth in Section (1) above, make any contributions to the Qualified Benefit Plans (except 401(k) employee contributions) after the date of this Agreement. (4) Emerald or Thrift Subsidiary shall provide to Fifth Third at least sixty (60) days prior to the Effective Time, documentation reasonably satisfactory to Fifth Third demonstrating that the requirements of Sections 404, 412, 415, 416, 401(k) and (m414(j) of the Code have been satisfied by all of its Qualified Benefit PlansCode. (5) With respect to any Benefit Plan that provides for vesting of benefits, there shall be no discretionary acceleration of vesting without Fifth Third's consent whether or not such discretionary acceleration of vesting is provided under the terms of the Benefit Plan; provided that a Benefit Plan which pursuant to its terms provides for an acceleration of vesting upon a change of control of Emerald shall not be deemed to involve a discretionary acceleration of vesting and vesting thereunder shall accelerate as of the Effective Time. (a) Within three (3) weeks of the date of the Agreement, Emerald or Thrift Subsidiary shall cause to be filed with the Internal Revenue Service applications for complete determination letters covering (i) The Strongsville Savings Bank 401(k) Retirement Savings Plan including any and all amendments to that plan (including in particular the amendments executed on November 28, 1995 and March 26, 1997) and (ii) The Strongsville Savings Bank, Profit Sharing Plan including any and all amendments to the plan. (b) Within three (3) weeks of the date of the Agreement, Emerald or Thrift Subsidiary shall cause the testing required by Code Sections 415, 404 and 416 to be properly computed for the years 1995 through 1998; and the results of those tests shall be provided to Fifth Third. If any of those limits are violated, Fifth Third may require Emerald or Thrift Subsidiary to properly compute the tests for earlier years. (c) If there are any violations of the limits referred to in (b) above or if any other violations or requirements applicable to the Qualified Benefit Plans are identified, Emerald or Thrift Subsidiary shall take such corrective actions as Fifth Third requires. (d) Any and all costs incurred by Emerald or Thrift Subsidiary in connection with (a), (b) and (c) above including but not limited to any required plan contributions, taxes, penalties or other payments to the IRS, legal fees and administrative firm fees that, in total are in excess of $100,000, shall reduce the $270,000 amount that otherwise could be contributed under (1) above so that only the net amount may be contributed.

COOPERATION AND OTHER OBLIGATIONS AND OTHER COVENANTS. A. Registration Statement and Proxy Statement. 1. Each of Fifth Third, Fifth Third will, prepare Financial and cause Franklin agree to be filed at its expense such applications and other documents with the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Ohio Division of Financial Institutions, the Office of Thrift Supervision, and any other governmental agencies as are required to secure the requisite approval of such agencies to the consummation of the transactions provided for in this Agreement, and the parties shall cooperate in the preparation of an appropriate a registration statement, including statement on Form S-4 (the prospectus, proxy statement, and such other documents necessary "Registration Statement") to comply be filed by Fifth Third with all federal and state securities laws relating to the registration and SEC in connection with the issuance of the shares of Fifth Third Common Stock to be issued to in the shareholders Merger (including the proxy statement and prospectus and other proxy solicitation materials of Emerald in this transaction Franklin constituting a part thereof (the expenses thereof, other than accounting, legal, investment banking, financial consulting "Proxy Statement") and associated expenses all related documents). The Registration Statement and the Proxy Statement shall comply as to form in all material respects with the applicable provisions of Emerald the Securities Act and its affiliates, to be paid by the Exchange Act and the rules and regulations thereunder. Fifth Third), and any other laws applicable to the transactions provided for in this Agreement. Fifth Third shall Financial and Franklin agree to each use all reasonable their best efforts to enable Fifth Third to file all such applications the Registration Statement with the SEC within ninety sixty (9060) days of the date of this Agreement hereof and Fifth Third and Fifth Third Financial agree to secure all such approvalsfurnish the Registration Statement in draft form for comments to Franklin at least ten calendar days prior to the anticipated filing. Emerald agrees that it willEach party hereto shall, as promptly as practicable after request and at its own expensereceipt thereof, provide copies of any written comments received from the SEC with respect to the Registration Statement to the other party hereto, and advise the other party hereto of any oral comments with respect to the Registration Statement received from the SEC. Each of Fifth Third with all information and documents concerning Emerald and Thrift Subsidiary, as shall be required in connection with preparing such applications, registration statements and other documents and in connection with securing such approvals. Prior to filing any such applications or other documents with the applicable governmental agenciesThird, Fifth Third shall provide copies thereof Financial and Franklin agrees to Emeralduse reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. As promptly as possible after the Registration Statement is declared effective, Franklin agrees to mail the Proxy Statement to its shareholders in accordance with the directions and under the supervision of Fifth Third. Fifth Third also agrees that it will, as promptly as practicable after request to use reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and at its own expense, provide Emerald with all information and documents concerning Fifth Third and its subsidiaries as shall be required in connection with preparing such applications, registration statements and other documents which are to be prepared and filed by Emerald and in connection with approvals required to be obtained by Emerald hereunder. Prior to filing any such applications, statements or other documents with the applicable governmental agency, Emerald shall provide, at least five (5) days prior to the filing date, copies thereof to Fifth Third. B. Each of the parties hereto agrees to use its best efforts and to cooperate with the other party in all reasonable respects in order to carry out and consummate the transactions contemplated by this Agreement at the earliest practicable time including, without limitation, the filing of applications, notices and other documents with, and obtaining approval from, appropriate governmental regulatory agencies. C. Emerald Agreement. Franklin agrees to permit Fifth Third, its officers, employees, accountants, agents and attorneys, and Fifth Third agrees to permit Emerald, its officers, employees, accountants, agents and attorneys, to have reasonable access during business hours to their respective books, records and properties, and those of the Thrift Subsidiary and Fifth Third Bank, N.W., as well, for the purpose of making a detailed examination, or updating and amplifying prior examinations, of the financial condition, assets, liabilities, legal compliance, affairs and the conduct of the business of Emerald and the Thrift Subsidiary or Fifth Third or Fifth Third Bank, N.W., as the case may be, prior to the Effective Time, and also to permit the monitoring of the foregoing on an ongoing basis (such rights of examination and monitoring to be subject to the confidentiality obligations set forth in such Paragraph VII.D. hereof); provided, however, that any such examination by Fifth Third or Emerald shall not relieve Fifth Third or Emerald from any responsibility or liability for any material misrepresentation or material breach of warranty hereunder discovered in the course of or subsequently to such examination and prior to the Effective Time. D. If all Emerald Rights have not been exercised prior to the Effective Time, such Emerald Rights shall be converted to options to purchase Fifth Third Common Stock based on the Exchange Ratio with the option exercise price adjusted accordingly to take into account the change in the number of options. (1) Emerald or Thrift Subsidiary shall take all actions necessary to freeze the Qualified Benefit Plans as of a date least thirty (30) days prior to the Effective Time such that no further contributions (including employee 401(k) contributions) shall be made under the Qualified Benefit Plans after the Effective Time. Emerald and Thrift Subsidiary shall have the right to make discretionary contributions to the Thrift Subsidiary Profit Sharing Plan ("Profit Sharing Plan") with respect to the 1999 plan year but such contributions shall not exceed $270,000 (as reduced, if applicable, by the amounts described in (6) below), provided that the Profit Sharing Plan is first amended in a manner approved in advance by Fifth Third (which approval shall not be unreasonably withheld or delayed) to provide for the allocation of the contribution for the period prior to the Effective Time. In addition, Emerald and Thrift Subsidiary shall be entitled to continue to make employer contributions to the 401(k) plan so long as such contributions are required by the 401(k) plan and are consistent with prior levels and rates of employer contributions. (2) If Fifth Third so requests, Emerald or the Thrift Subsidiary shall develop a plan and timetable for terminating any or all of the Qualified Benefit Plans, and, with the advance written approval of Fifth Third, shall proceed with the implementation of said termination plan and timetable. (3) Emerald and Thrift Subsidiary, without the advance written consent of Fifth Third, which shall not be unreasonably withheld or delayed, shall not (a) adopt any amendments to the Qualified Benefit Plans after the date of this Agreement (except as set forth in Section (1) above); or (b) make any distributions from the Qualified Benefit Plans after the date of this Agreement; or (c) except as set forth in Section (1) above, make any contributions to the Qualified Benefit Plans (except 401(k) employee contributions) after the date of this Agreement. (4) Emerald or Thrift Subsidiary shall provide furnish to Fifth Third at least sixty (60) days prior to the Effective Timeall information concerning Franklin, documentation its Subsidiaries, officers, directors and stockholders as may be reasonably satisfactory to Fifth Third demonstrating that the requirements of Sections 404, 412, 415, 416, 401(k) and (m) of the Code have been satisfied by all of its Qualified Benefit Plans. (5) With respect to any Benefit Plan that provides for vesting of benefits, there shall be no discretionary acceleration of vesting without Fifth Third's consent whether or not such discretionary acceleration of vesting is provided under the terms of the Benefit Plan; provided that a Benefit Plan which pursuant to its terms provides for an acceleration of vesting upon a change of control of Emerald shall not be deemed to involve a discretionary acceleration of vesting and vesting thereunder shall accelerate as of the Effective Time. (a) Within three (3) weeks of the date of the Agreement, Emerald or Thrift Subsidiary shall cause to be filed with the Internal Revenue Service applications for complete determination letters covering (i) The Strongsville Savings Bank 401(k) Retirement Savings Plan including any and all amendments to that plan (including in particular the amendments executed on November 28, 1995 and March 26, 1997) and (ii) The Strongsville Savings Bank, Profit Sharing Plan including any and all amendments to the plan. (b) Within three (3) weeks of the date of the Agreement, Emerald or Thrift Subsidiary shall cause the testing required by Code Sections 415, 404 and 416 to be properly computed for the years 1995 through 1998; and the results of those tests shall be provided to Fifth Third. If any of those limits are violated, Fifth Third may require Emerald or Thrift Subsidiary to properly compute the tests for earlier years. (c) If there are any violations of the limits referred to in (b) above or if any other violations or requirements applicable to the Qualified Benefit Plans are identified, Emerald or Thrift Subsidiary shall take such corrective actions as Fifth Third requires. (d) Any and all costs incurred by Emerald or Thrift Subsidiary requested in connection with (a), (b) and (c) above including but not limited to any required plan contributions, taxes, penalties or other payments to the IRS, legal fees and administrative firm fees that, in total are in excess of $100,000, shall reduce the $270,000 amount that otherwise could be contributed under (1) above so that only the net amount may be contributedforegoing.