Common use of Financial Statements; Regulatory Reports Clause in Contracts

Financial Statements; Regulatory Reports. 1. Franklin has previously furnished to Fifth Third its audited, consolidated balance sheet, statement of operations and statement of shareholders' equity and cash flows as of December 31, 2001, and for the year then ended, together with the opinion of its independent certified public accountants associated therewith. Franklin has made available to Fifth Third the Call Reports as filed with the Office of the Comptroller of the Currency (the "OCC") of the Bank Subsidiary as of December 31, 1999, 2000 and 2001. Franklin has also made available to Fifth Third (i) its unaudited, consolidated condensed financial statements as of and for the quarter ended March 31, 2002, and (ii) the Bank Call Report as filed with the OCC for the quarter ended March 31, 2002. Such audited and unaudited consolidated financial statements of Franklin fairly present the consolidated financial condition, results of operations and cash flows of Franklin as of the date thereof, and for the years or periods covered thereby, in conformity with generally accepted accounting principles ("GAAP"), consistently applied (except as stated therein and except for the omission of notes to unaudited statements and except for normal (in nature and amount) year-end adjustments to interim results). There are no material liabilities, obligations or indebtedness of Franklin or any of the Franklin Subsidiaries required to be disclosed in the financial statements (or in the footnotes to the financial statements) so furnished other than the liabilities, obligations or indebtedness disclosed in such financial statements (including footnotes). Since March 31, 2002, Franklin and the Franklin Subsidiaries have not incurred any liabilities outside the ordinary course of business consistent with past practice.

Financial Statements; Regulatory Reports. 1. Franklin CNB Bancshares ---------------------------------------- has previously furnished to Fifth Third its audited, consolidated balance sheetsheets, statement statements of operations and statement of income, changes in shareholders' equity and cash flows as of and at December 31, 20011998, and for the year then ended, together with the opinion of its independent certified public accountants associated therewith. Franklin CNB Bancshares has made available to Fifth Third the Call Reports as filed with the Office of the Comptroller of the Currency (the "OCC") applicable federal banking agency of the Bank Subsidiary as of and at December 31, 19991996, 2000 1997 and 20011998. Franklin CNB Bancshares also has also made available furnished to Fifth Third (i) its unaudited, consolidated condensed financial statements as of at March 31, 1999, and for the quarter ended March 31, 2002three (3) months then ended, and (ii) the Bank Call Report as filed with the OCC Federal Reserve Bank of the Bank Subsidiary for the quarter ended March 31, 20021999. Such audited and unaudited consolidated financial statements of Franklin CNB Bancshares fairly present or will fairly present, as applicable, the consolidated financial condition, results of operations and cash flows of Franklin CNB Bancshares as of the date thereof, and for the years or periods covered thereby, in conformity with generally accepted accounting principles ("GAAP"), consistently applied (except as stated therein and except for the omission of notes to unaudited statements and except for normal (in nature and amount) year-end adjustments to interim results(consisting of normal recurring accruals)). There are no material liabilities, obligations or indebtedness of Franklin CNB Bancshares or any of the Franklin CNB Subsidiaries required to be disclosed in the financial statements (or in the footnotes to the financial statements) so furnished other than the liabilities, obligations or indebtedness disclosed in such financial statements (including footnotes). Since March 31, 20021999, Franklin CNB Bancshares and the Franklin CNB Subsidiaries have not incurred any liabilities outside the ordinary course of business consistent with past practice.

Financial Statements; Regulatory Reports. 1. Franklin CNB Bancshares has previously furnished to Fifth Third its audited, consolidated balance sheetsheets, statement statements of operations and statement of income, changes in shareholders' equity and cash flows as of and at December 31, 20011998, and for the year then ended, together with the opinion of its independent certified public accountants associated therewith. Franklin CNB Bancshares has made available to Fifth Third the Call Reports as filed with the Office of the Comptroller of the Currency (the "OCC") applicable federal banking agency of the Bank Subsidiary as of and at December 31, 19991996, 2000 1997 and 20011998. Franklin CNB Bancshares also has also made available furnished to Fifth Third (i) its unaudited, consolidated condensed financial statements as of at March 31, 1999, and for the quarter ended March 31, 2002three (3) months then ended, and (ii) the Bank Call Report as filed with the OCC Federal Reserve Bank of the Bank Subsidiary for the quarter ended March 31, 20021999. Such audited and unaudited consolidated financial statements of Franklin CNB Bancshares fairly present or will fairly present, as applicable, the consolidated financial condition, results of operations and cash flows of Franklin CNB Bancshares as of the date thereof, and for the years or periods covered thereby, in conformity with generally accepted accounting principles ("GAAP"), consistently applied (except as stated therein and except for the omission of notes to unaudited statements and except for normal (in nature and amount) year-end adjustments to interim results(consisting of normal recurring accruals)). There are no material liabilities, obligations or indebtedness of Franklin CNB Bancshares or any of the Franklin CNB Subsidiaries required to be disclosed in the financial statements (or in the footnotes to the financial statements) so furnished other than the liabilities, obligations or indebtedness disclosed in such financial statements (including footnotes). Since March 31, 20021999, Franklin CNB Bancshares and the Franklin CNB Subsidiaries have not incurred any liabilities outside the ordinary course of business consistent with past practice.