Common use of Operations in the Ordinary Course; Forbearances Clause in Contracts

Operations in the Ordinary Course; Forbearances. From the date of this Agreement until the Effective Time, Franklin and the Franklin Subsidiaries will be operated in the ordinary course of business, and none of them will, without the prior written consent of Fifth Third, which consent shall not be unreasonably withheld or unreasonably delayed: make any changes in its Charter, By-laws, or corporate structures; issue any additional shares of Franklin Common Stock, share appreciation rights, restricted stock, options or other equity securities other than pursuant to the exercise of options granted prior to June 30, 2002, in the form of permissible stock dividends (as described below) or as set forth in Section II.A.1. with respect to Franklin's 2000 Stock Purchase Plan; or issue as borrower any long term debt or convertible or other securities of any kind, or right to acquire any of its securities; repurchase any equity securities, other than (subject to Section VII.H.) the repurchase of shares of Franklin Common Stock in accordance with past practice (as to timing and amount) and in compliance with applicable law and the safe harbor requirements of Rule 10b-18 of the Exchange Act; make any material changes in its method of business operations; make, enter into any agreement to make, or become obligated to make, any capital expenditures in excess of $50,000 (except as set forth in the Disclosure Schedule); make, enter into or renew any agreement for services to be provided to Franklin or the Franklin Subsidiaries or permit the automatic renewal of any such agreement, other than the agreements identified in the Disclosure Schedule which are specifically identified on such Schedule as agreements which Franklin intends to renew, except any agreement for services having a term of not more than twelve months and requiring the expenditure of not more than $50,000 (for this purpose the phrase "permit the automatic renewal" includes the failure to send a notice of termination of such contract if such failure would constitute a renewal); acquire, become obligated to acquire, or enter into any agreement to acquire, any banking or non-banking company or any branch offices of any such companies or any material assets or liabilities outside the ordinary course of business, other than such agreements existing on the date hereof and previously publicly announced or disclosed in the Disclosure Schedule; make, declare, pay or set aside for payment any cash dividends on its own stock other than normal and customary cash dividends per quarter paid in such amounts and at such times as Franklin historically has done on its Common Stock and which shall not exceed $0.055 per share, or be paid more frequently than once per calendar quarter, provided this covenant shall only apply to Franklin; make any other distributions on its stock; except as set forth in the Disclosure Schedule, change or otherwise amend any Benefit Plans other than as required by law or as contemplated herein (including but not limited to Section V.E.5. hereof); provide any increases in employee salaries or benefits other than in the ordinary course of business or as set forth in the Disclosure Schedule; or take any intentional action that is intended or may reasonably be expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or in any of the conditions to the Merger set forth in Article VI not being satisfied or in a violation of any provision of this Agreement; or engage in any transaction with any employee or shareholder, except, in every case, as required by applicable law, regulation or safe and sound banking practices. Franklin agrees that it will not sell, transfer, mortgage or otherwise dispose of or encumber any of the shares of the capital stock of the Franklin Subsidiaries which are now owned by it, and neither Franklin nor any of the Franklin Subsidiaries shall sell, transfer, mortgage or otherwise dispose of or encumber any other assets, except in the ordinary course of business consistent with past practice. Franklin agrees that neither it nor the Franklin Subsidiaries will agree to, or make any commitment to, take any of the actions prohibited by this Section IV.D.

Operations in the Ordinary Course; Forbearances. From the date of this Agreement until the Effective Time, Franklin CNB Bancshares and the Franklin CNB Subsidiaries will be operated in the ordinary course of business, and none of them will, without the prior written consent of Fifth Third, which consent shall not be unreasonably withheld or unreasonably delayed: make any changes in its CharterRestated Articles of Incorporation, Amended By-laws, or corporate structures; issue any additional shares of Franklin CNB Bancshares Common Stock, share appreciation rights, restricted stock, options Stock or other equity securities other than pursuant to the exercise of options granted prior to June 30, 2002the date hereof, in the form of permissible stock dividends (as described below) ), upon conversion of Convertible Debentures, pursuant to the Dividend Reinvestment Plan or as set forth in the Disclosure Schedule pursuant to Section II.A.1. with respect to Franklin's 2000 Stock Purchase PlanBenefit Plans; or or, issue as borrower any long term debt or convertible or other securities of any kind, or right to acquire any of its securities; repurchase any equity securities, other than (subject to Section VII.H.VII.J.) the repurchase of shares of Franklin CNB Bancshares Common Stock in accordance with past practice (as to timing and amount) and in compliance with applicable law and the safe harbor requirements of Rule 10b-18 of the Exchange Act; make any material changes in its method of business operations; make, enter into any agreement to make, or become obligated to make, any capital expenditures in excess of $50,000 500,000 (except as set forth in the Disclosure Schedule); make, enter into or renew any agreement for services to be provided to Franklin CNB Bancshares or the Franklin CNB Subsidiaries or permit the automatic renewal of any such agreement, other than the agreements identified in the Disclosure Schedule which are specifically identified on such Schedule as agreements which Franklin CNB Bancshares intends to renew, except any agreement for services having a term of not more than twelve six (6) months and requiring the expenditure of not more than $50,000 500,000 (for this purpose the phrase "permit the automatic renewal" includes the failure to send a notice of termination of such contract if such failure would constitute a renewal); acquire, become obligated to acquire, or enter into any agreement to acquire, any banking or non-banking company or any branch offices of any such companies or any material assets or liabilities outside the ordinary course of business, other than such agreements existing on the date hereof and previously publicly announced or disclosed in the Disclosure Schedule; make, declare, pay or set aside for payment any cash dividends on its own stock other than normal and customary cash dividends per quarter paid in such amounts and at such times as Franklin CNB Bancshares historically has done on its Common Stock and which shall not exceed $0.055 0.24 per shareshare in the case of the dividend to be paid in July 1999 and (subject to Section VII.J.) $0.26 per share in the case of subsequent quarters, or be paid more frequently than once per calendar quarter, provided this covenant shall only apply to FranklinCNB Bancshares; make any other distributions on its stock; except , other than (i) stock dividends to be declared in accordance with past practice (subject to Section VII.J. and provided that Fifth Third has been given a reasonable opportunity prior to such declaration to review and comment on any announcement with respect thereto) and (ii) cash dividends, as set forth described in the Disclosure Schedule, immediately preceding clause; change or otherwise amend any Benefit Plans other than as required by law or as contemplated herein (including but not limited to Section V.E.5. hereof)herein; provide any increases in employee salaries or benefits other than in the ordinary course of business or as set forth in the Disclosure Schedulebusiness; or take any intentional action that is intended or may reasonably be expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or in any of the conditions to the Merger set forth in Article VI not being satisfied or in a violation of any provision of this Agreement; or engage in any transaction with any employee or shareholder, except, in every case, as required by applicable law, regulation or safe and sound banking practices. Franklin CNB Bancshares agrees that it will not sell, transfer, mortgage or otherwise dispose of or encumber any of the shares of the capital stock of the Franklin CNB Subsidiaries which are now owned by it, and neither Franklin CNB Bancshares nor any of the Franklin CNB Subsidiaries shall sell, transfer, mortgage or otherwise dispose of or encumber any other assets, except in the ordinary course of business consistent with past practice. Franklin CNB Bancshares agrees that neither it nor the Franklin CNB Subsidiaries will agree to, or make any commitment to, take any of the actions prohibited by this Section IV.D.

Operations in the Ordinary Course; Forbearances. From the date of this Agreement until the Effective Time, Franklin Peoples Bank Corporation, the Bank Subsidiary and the Franklin PBC Subsidiaries will be operated in the ordinary course of business, and none of them will, without the prior written consent of Fifth Third, which consent shall not be unreasonably withheld or unreasonably delayedwithheld: make any changes in its CharterRestated Articles of Incorporation, Amended By-laws, or capital or corporate structures; issue any additional shares of Franklin Peoples Bank Corporation Common Stock, share appreciation rights, restricted stock, options or other equity securities Stock other than pursuant to the exercise of options granted prior to June 30the date hereof; issue, 2002sell or permit to become outstanding any other equity securities, in other than pursuant to the form exercise of permissible stock dividends (as described below) or as set forth options granted prior to the date referred to in Section II.A.1. with respect to Franklin's 2000 Stock Purchase PlanII.A.; or or, issue as borrower any long term debt or convertible or other securities of any kind, or right to acquire any of its securities; repurchase any equity securities, other than (subject to Section VII.H.) the repurchase of shares of Franklin Common Stock in accordance with past practice (as to timing and amount) and in compliance with applicable law and the safe harbor requirements of Rule 10b-18 of the Exchange Act; make any material changes in its method of business operations; except for expenditures in the amounts and for the purposes set forth in Schedule 1 attached hereto, all of which are in excess of $10,000, make, enter into any agreement to make, or become obligated to make, any capital expenditures in excess of $50,000 (except as set forth in the Disclosure Schedule)10,000; make, enter into or renew any agreement for services to be provided to Franklin Peoples Bank Corporation, the Bank Subsidiary or any of the Franklin Bank Subsidiaries or permit the automatic renewal of any such agreement, other than the agreements identified in the Disclosure Schedule 1 which are specifically identified on such Schedule as agreements which Franklin Peoples Bank Corporation intends to renew, except any agreement for services having a term of not more than twelve six (6) months and or requiring the expenditure of not more than $50,000 (for this purpose the phrase "permit the automatic renewal" includes the failure to send a notice of termination of such contract if such failure would constitute a renewal); open for business any branch office which has been approved by the appropriate regulatory authorities but not yet opened or apply to the appropriate regulatory authorities to establish a new branch office or expand any existing branch office; acquire, become obligated to acquire, or enter into any agreement to acquire, any banking or non-banking company or any branch offices of any such companies or any material assets or liabilities outside the ordinary course of business, other than such agreements existing on the date hereof and previously publicly announced or disclosed in the Disclosure ScheduleSchedule 1; make, declare, pay or set aside for payment any cash dividends on its own stock other than normal and customary cash dividends per quarter paid in such amounts and at such times as Franklin Peoples Bank Corporation historically has done on its Common Stock and which shall not exceed $0.055 .15 per shareshare for the July 16 dividend (which may be increased by up to $.005 per share in each subsequent quarter in accordance with any increase in earnings, excluding extraordinary items and merger related expenses) or be paid more frequently than once per calendar quarter, provided this covenant shall only apply to FranklinPeoples Bank Corporation, and provided further that notwithstanding anything to the contrary herein, Peoples Bank Corporation and Fifth Third shall cooperate in selecting the Effective Time to ensure that the holders of Peoples Bank Corporation Common Stock do not become entitled to receive both a dividend with respect to their Peoples Bank Corporation Common Stock and a dividend with respect to their Fifth Third Common Stock or fail to be entitled to receive any dividend with respect to any quarterly period or portion thereof in which the Effective Time occurs; pay any stock dividends or make any other distributions on its stock; except stock other than cash dividends as set forth described in the Disclosure Schedule, immediately preceding clause; change or otherwise amend any Benefit Plans other than as required by law or as contemplated herein (including but not limited to Section V.E.5. hereof)herein; provide any increases in employee salaries or benefits other than in the ordinary course of business or as set forth in the Disclosure Schedulecontemplated herein; or take any intentional action that is intended or may reasonably be expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or in any of the conditions to the Merger set forth in Article VI not being satisfied or in a violation of any provision of this Agreement; or engage in any transaction with any employee or shareholder, except, in every case, as required by applicable law, regulation or safe and sound banking practices. Franklin Peoples Bank Corporation agrees that it will not sell, transfer, mortgage or otherwise dispose of or encumber any of the shares of the capital stock of the Franklin Subsidiaries Bank Subsidiary or any other PBC Subsidiary which are now owned by it, and neither Franklin none of Peoples Bank Corporation, the Bank Subsidiary nor any of the Franklin Subsidiaries PBC Subsidiary shall sell, transfer, mortgage or otherwise dispose of or encumber any other assets, except in the ordinary course of business consistent with past practice. Franklin agrees that neither it nor the Franklin Subsidiaries will agree to, or make any commitment to, take any of the actions prohibited by this Section IV.D..

Operations in the Ordinary Course; Forbearances. From the date ----------------------------------------------- of this Agreement until the Effective Time, Franklin CNB Bancshares and the Franklin CNB Subsidiaries will be operated in the ordinary course of business, and none of them will, without the prior written consent of Fifth Third, which consent shall not be unreasonably withheld or unreasonably delayed: make any changes in its CharterRestated Articles of Incorporation, Amended By-laws, or corporate structures; issue any additional shares of Franklin CNB Bancshares Common Stock, share appreciation rights, restricted stock, options Stock or other equity securities other than pursuant to the exercise of options granted prior to June 30, 2002the date hereof, in the form of permissible stock dividends (as described below) ), upon conversion of Convertible Debentures, pursuant to the Dividend Reinvestment Plan or as set forth in the Disclosure Schedule pursuant to Section II.A.1. with respect to Franklin's 2000 Stock Purchase PlanBenefit Plans; or or, issue as borrower any long term debt or convertible or other securities of any kind, or right to acquire any of its securities; repurchase any equity securities, other than (subject to Section VII.H.VII.J.) the repurchase of shares of Franklin CNB Bancshares Common Stock in accordance with past practice (as to timing and amount) and in compliance with applicable law and the safe harbor requirements of Rule 10b-18 of the Exchange Act; make any material changes in its method of business operations; make, enter into any agreement to make, or become obligated to make, any capital expenditures in excess of $50,000 500,000 (except as set forth in the Disclosure Schedule); make, enter into or renew any agreement for services to be provided to Franklin CNB Bancshares or the Franklin CNB Subsidiaries or permit the automatic renewal of any such agreement, other than the agreements identified in the Disclosure Schedule which are specifically identified on such Schedule as agreements which Franklin CNB Bancshares intends to renew, except any agreement for services having a term of not more than twelve six (6) months and requiring the expenditure of not more than $50,000 500,000 (for this purpose the phrase "permit the automatic renewal" includes the failure to send a notice of termination of such contract if such failure would constitute a renewal); acquire, become obligated to acquire, or enter into any agreement to acquire, any banking or non-banking company or any branch offices of any such companies or any material assets or liabilities outside the ordinary course of business, other than such agreements existing on the date hereof and previously publicly announced or disclosed in the Disclosure Schedule; make, declare, pay or set aside for payment any cash dividends on its own stock other than normal and customary cash dividends per quarter paid in such amounts and at such times as Franklin CNB Bancshares historically has done on its Common Stock and which shall not exceed $0.055 0.24 per shareshare in the case of the dividend to be paid in July 1999 and (subject to Section VII.J.) $0.26 per share in the case of subsequent quarters, or be paid more frequently than once per calendar quarter, provided this covenant shall only apply to FranklinCNB Bancshares; make any other distributions on its stock; except , other than (i) stock dividends to be declared in accordance with past practice (subject to Section VII.J. and provided that Fifth Third has been given a reasonable opportunity prior to such declaration to review and comment on any announcement with respect thereto) and (ii) cash dividends, as set forth described in the Disclosure Schedule, immediately preceding clause; change or otherwise amend any Benefit Plans other than as required by law or as contemplated herein (including but not limited to Section V.E.5. hereof)herein; provide any increases in employee salaries or benefits other than in the ordinary course of business or as set forth in the Disclosure Schedulebusiness; or take any intentional action that is intended or may reasonably be expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or in any of the conditions to the Merger set forth in Article VI not being satisfied or in a violation of any provision of this Agreement; or engage in any transaction with any employee or shareholder, except, in every case, as required by applicable law, regulation or safe and sound banking practices. Franklin CNB Bancshares agrees that it will not sell, transfer, mortgage or otherwise dispose of or encumber any of the shares of the capital stock of the Franklin CNB Subsidiaries which are now owned by it, and neither Franklin CNB Bancshares nor any of the Franklin CNB Subsidiaries shall sell, transfer, mortgage or otherwise dispose of or encumber any other assets, except in the ordinary course of business consistent with past practice. Franklin CNB Bancshares agrees that neither it nor the Franklin CNB Subsidiaries will agree to, or make any commitment to, take any of the actions prohibited by this Section IV.D.