Common use of Registration Statement and Proxy Statement Clause in Contracts

Registration Statement and Proxy Statement. 1. Each of Fifth Third, Fifth Third Financial and Franklin agree to cooperate in the preparation of a registration statement on Form S-4 (the "Registration Statement") to be filed by Fifth Third with the SEC in connection with the issuance of Fifth Third Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Franklin constituting a part thereof (the "Proxy Statement") and all related documents). The Registration Statement and the Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Fifth Third, Fifth Third Financial and Franklin agree to each use their best efforts to enable Fifth Third to file the Registration Statement with the SEC within sixty (60) days of the date hereof and Fifth Third and Fifth Third Financial agree to furnish the Registration Statement in draft form for comments to Franklin at least ten calendar days prior to the anticipated filing. Each party hereto shall, as promptly as practicable after receipt 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, Fifth Third Financial and Franklin agrees to use 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 to use reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by the Agreement. Franklin agrees to furnish to Fifth Third all information concerning Franklin, its Subsidiaries, officers, directors and stockholders as may be reasonably requested in connection with the foregoing.

Registration Statement and Proxy Statement. 1. Each of Fifth Third, Fifth Third Financial and Franklin agree (a) MBFI agrees to cooperate in the preparation of promptly prepare a registration statement on Form S-4 (the "“Registration Statement"”) which, subject to compliance by XXXX with Section 7.4(b), will comply in all material respects with applicable Securities Laws. The Registration Statement is to be filed by Fifth Third MBFI with the SEC in connection with the issuance of Fifth Third MBFI Common Stock in the Merger (including the a combined proxy statement and prospectus and other proxy solicitation materials of Franklin MBFI and XXXX constituting a part thereof (the "“Joint Proxy Statement"-Prospectus”) and all related documents). The XXXX agrees to cooperate, and to cause its Subsidiaries, its counsel and its accountants to cooperate, with MBFI, its counsel and its accountants, in the preparation of the Registration Statement and the Joint Proxy Statement shall comply Statement-Prospectus; and provided that XXXX and its Subsidiaries have cooperated as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Fifth Thirdrequired above, Fifth Third Financial and Franklin agree to each use their best efforts to enable Fifth Third MBFI agrees to file the Registration Statement (or the form of the Joint Proxy Statement-Prospectus) in preliminary form with the SEC within sixty (60) days of the date hereof and Fifth Third and Fifth Third Financial agree to furnish the Registration Statement in draft form for comments to Franklin at least ten calendar days prior to the anticipated filing. Each party hereto shall, as promptly as reasonably practicable and shall use reasonable best efforts to cause such filing to occur within 30 days after receipt thereof, provide copies execution 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 SECthis Agreement. Each of Fifth Third, Fifth Third Financial and Franklin Party agrees to use 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 MBFI also agrees to use reasonable best efforts to obtain obtain, prior to the effective date of the Registration Statement, all necessary state securities law or "“Blue Sky" ” permits and approvals required to carry out for the transactions contemplated by issuance of MBFI Common Stock in the AgreementMerger. Franklin XXXX agrees to furnish to Fifth Third MBFI all information concerning FranklinXXXX, its Subsidiaries, officers, directors and stockholders shareholders as may be reasonably requested in connection with the foregoing. (b) Each Party agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Joint Proxy Statement-Prospectus and any amendment or supplement thereto will, at the date of mailing to the XXXX and MBFI shareholders, respectively, and at the time of the XXXX Meeting and the MBFI Meeting, respectively, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or any statement which, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or which will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Joint Proxy Statement-Prospectus or any amendment or supplement thereto. Each Party further agrees that if it shall become aware prior to the Effective Time of any information furnished by it that would cause any of the statements in the Joint Proxy Statement-Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other Party thereof and to take the necessary steps to correct the Joint Proxy Statement - Prospectus. (c) MBFI agrees to advise XXXX, promptly after MBFI receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of MBFI Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement and Proxy Statement. 1. Each of Fifth Third, Fifth Third Financial and Franklin agree (a) MBFI agrees to cooperate in the preparation of promptly prepare a registration statement on Form S-4 (the "“Registration Statement"”) which, subject to compliance by FXXX with Section 7.4(b), will comply in all material respects with applicable Securities Laws. The Registration Statement is to be filed by Fifth Third MBFI with the SEC in connection with the issuance of Fifth Third MBFI Common Stock in the Merger (including the a combined proxy statement and prospectus and other proxy solicitation materials of Franklin MBFI and FXXX constituting a part thereof (the "“Joint Proxy Statement"-Prospectus”) and all related documents). The FXXX agrees to cooperate, and to cause its Subsidiaries, its counsel and its accountants to cooperate, with MBFI, its counsel and its accountants, in the preparation of the Registration Statement and the Joint Proxy Statement shall comply Statement-Prospectus; and provided that FXXX and its Subsidiaries have cooperated as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Fifth Thirdrequired above, Fifth Third Financial and Franklin agree to each use their best efforts to enable Fifth Third MBFI agrees to file the Registration Statement (or the form of the Joint Proxy Statement-Prospectus) in preliminary form with the SEC within sixty (60) days of the date hereof and Fifth Third and Fifth Third Financial agree to furnish the Registration Statement in draft form for comments to Franklin at least ten calendar days prior to the anticipated filing. Each party hereto shall, as promptly as reasonably practicable and shall use reasonable best efforts to cause such filing to occur within 30 days after receipt thereof, provide copies execution 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 SECthis Agreement. Each of Fifth Third, Fifth Third Financial and Franklin Party agrees to use 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 MBFI also agrees to use reasonable best efforts to obtain obtain, prior to the effective date of the Registration Statement, all necessary state securities law or "“Blue Sky" ” permits and approvals required to carry out for the transactions contemplated by issuance of MBFI Common Stock in the AgreementMerger. Franklin FXXX agrees to furnish to Fifth Third MBFI all information concerning FranklinFXXX, its Subsidiaries, officers, directors and stockholders shareholders as may be reasonably requested in connection with the foregoing. (b) Each Party agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Joint Proxy Statement-Prospectus and any amendment or supplement thereto will, at the date of mailing to the FXXX and MBFI shareholders, respectively, and at the time of the FXXX Meeting and the MBFI Meeting, respectively, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or any statement which, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or which will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Joint Proxy Statement-Prospectus or any amendment or supplement thereto. Each Party further agrees that if it shall become aware prior to the Effective Time of any information furnished by it that would cause any of the statements in the Joint Proxy Statement-Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other Party thereof and to take the necessary steps to correct the Joint Proxy Statement - Prospectus. (c) MBFI agrees to advise FXXX, promptly after MBFI receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of MBFI Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement and Proxy Statement. 1. Each of Fifth Third, Fifth Third Financial and Franklin agree (a) COFI agrees to cooperate in the preparation of promptly prepare a registration statement on Form S-4 (the "Registration Statement") which, subject to compliance by Alliance with Sections 6.03(b) and (c), will comply in all material respects with applicable federal securities laws. The Registration Statement is to be filed by Fifth Third COFI with the SEC in connection with the issuance of Fifth Third COFI Common Stock in the Company Merger (including the proxy statement and prospectus and other proxy solicitation materials of Franklin Alliance constituting a part thereof (the "Proxy Statement") and all related documents). The Alliance agrees to cooperate, and to cause its Subsidiaries, its counsel and its accountants to cooperate, with COFI, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement; and provided that Alliance and its Subsidiaries have cooperated as required above, COFI agrees to file the Registration Statement shall comply as to (or the form of the Proxy Statement) in all material respects preliminary form with the applicable provisions of the Securities Act SEC as promptly as reasonably practicable and the Exchange Act and the rules and regulations thereunder. Fifth Third, Fifth Third Financial and Franklin agree to each shall use their reasonable best efforts to enable Fifth Third cause such filing to occur within 60 days after execution of this Agreement. If COFI files the Proxy Statement in preliminary form, it agrees to file the Registration Statement with the SEC within sixty (60) days of the date hereof and Fifth Third and Fifth Third Financial agree to furnish the Registration Statement in draft form for comments to Franklin at least ten calendar days prior to the anticipated filing. Each party hereto shall, as promptly soon as reasonably practicable after receipt 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 preliminary Proxy Statement received from the SECare resolved. Each of Fifth Third, Fifth Third Financial Alliance and Franklin COFI agrees to use all 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 COFI also agrees to use all reasonable best efforts to obtain obtain, prior to the effective date of the Registration Statement, all necessary state securities law or "Blue Sky" permits and approvals required to carry out for the transactions contemplated by issuance of COFI Common Stock in the AgreementCompany Merger. Franklin Alliance agrees to furnish to Fifth Third COFI all information concerning FranklinAlliance, its Subsidiaries, officers, directors and stockholders shareholders as may be reasonably requested in connection with the foregoing. (b) Each of Alliance and COFI agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to Alliance shareholders and at the time of the Alliance Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or any statement which, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or which will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Alliance and COFI further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements in the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take the necessary steps to correct the Proxy Statement. (c) COFI agrees to advise Alliance, promptly after COFI receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of COFI Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. (d) At the request of COFI, Alliance shall employ a professional proxy solicitor to assist it in contacting shareholders in connection with soliciting votes for the adoption of this Agreement at the Alliance Meeting.

Registration Statement and Proxy Statement. 1. Each of Fifth Third, Fifth Third Financial and Franklin CNB Bancshares agree to cooperate in the preparation of a registration statement on Form S-4 (the "Registration Statement") to be filed by Fifth Third with the SEC in connection with the issuance of Fifth Third Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Franklin CNB Bancshares constituting a part thereof (the "Proxy Statement") and all related documents). The Registration Statement and the Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Fifth Third, Fifth Third Financial and Franklin CNB Bancshares agree to each use their best efforts to enable Fifth Third CNB Bancshares to file the Registration Proxy Statement in preliminary form with the SEC within sixty (60) days of the date hereof and Fifth Third and Fifth Third Financial agree CNB Bancshares agrees to furnish the Registration preliminary Proxy Statement in draft form for comments to Franklin Fifth Third at least ten calendar 5 days prior to the anticipated filing. Unless Fifth Third elects to file the Registration Statement sooner, Fifth Third agrees to file the Registration Statement with the SEC as soon as reasonably practicable after any SEC comments with respect to the preliminary Proxy Statement are resolved. Each party hereto of Fifth Third and CNB Bancshares shall, as promptly as practicable after receipt thereof, provide copies of any written comments received from the SEC with respect to the Registration Statement and the Proxy Statement, as the case may be, to the other party heretoparty, and advise the other party hereto of any oral comments with respect to the Registration Statement or the Proxy Statement received from the SEC. Each of Fifth Third, Fifth Third Financial and Franklin CNB Bancshares agrees to use 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 CNB Bancshares agrees to mail the Proxy Statement to its shareholders in accordance with the directions and under the supervision of Fifth Thirdshareholders. Fifth Third also agrees to use reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by the Agreement. Franklin CNB Bancshares agrees to furnish to Fifth Third all information concerning FranklinCNB Bancshares, its Subsidiaries, officers, directors and stockholders as may be reasonably requested in connection with the foregoing.

Registration Statement and Proxy Statement. 1. Each of Fifth Third, Fifth Third Financial and Franklin agree (a) MB agrees to cooperate in the preparation of promptly prepare a registration statement on Form S-4 (the "Registration Statement") which, subject to compliance by First SecurityFed with Section 7.03(b), will comply in all material respects with applicable Securities Laws. The Registration Statement is to be filed by Fifth Third MB with the SEC in connection with the issuance of Fifth Third MB Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Franklin First SecurityFed constituting a part thereof (the "Proxy Statement") and all related documents). The First SecurityFed agrees to cooperate, and to cause its Subsidiaries, its counsel and its accountants to cooperate, with MB, its counsel and its accountants, in the preparation of the Registration Statement and the Proxy Statement shall comply Statement; and provided that First SecurityFed and its Subsidiaries have cooperated as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Fifth Thirdrequired above, Fifth Third Financial and Franklin agree to each use their best efforts to enable Fifth Third MB agrees to file the Registration Statement (or the form of the Proxy Statement) in preliminary form with the SEC within sixty (60) days of the date hereof and Fifth Third and Fifth Third Financial agree to furnish the Registration Statement in draft form for comments to Franklin at least ten calendar days prior to the anticipated filing. Each party hereto shall, as promptly as reasonably practicable and shall use reasonable best efforts to cause such filing to occur within 60 days after receipt thereof, provide copies execution 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 SECthis Agreement. Each of Fifth Third, Fifth Third Financial and Franklin Party agrees to use 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 MB also agrees to use reasonable best efforts to obtain obtain, prior to the effective date of the Registration Statement, all necessary state securities law or "Blue Sky" permits and approvals required to carry out for the transactions contemplated by issuance of MB Common Stock in the AgreementMerger. Franklin First SecurityFed agrees to furnish to Fifth Third MB all information concerning FranklinFirst SecurityFed, its Subsidiaries, officers, directors and stockholders as may be reasonably requested in connection with the foregoing. (b) Each Party agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the First SecurityFed stockholders and at the time of the First SecurityFed Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or any statement which, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or which will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each Party further agrees that if it shall become aware prior to the Effective Time of any information furnished by it that would cause any of the statements in the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other Party thereof and to take the necessary steps to correct the Proxy Statement. 45 Next Page (c) MB agrees to advise First SecurityFed, promptly after MB receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of MB Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement and Proxy Statement. 1. Each of Fifth Third, Fifth Third Financial and Franklin agree Peoples Bank Corporation agrees to cooperate in the preparation of a registration statement on Form S-4 (the "Registration Statement") to be filed by Fifth Third as promptly as reasonably practicable with the SEC in connection with the issuance of Fifth Third Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Franklin Peoples Bank Corporation constituting a part thereof (the "Proxy Statement") and all related documents). The Registration Statement and the Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Fifth Third, Fifth Third Financial and Franklin agree to each use their best efforts to enable Fifth Third to file the Registration Statement with the SEC within sixty (60) days Each of the date hereof and Fifth Third and Fifth Third Financial agree to furnish the Registration Statement in draft form for comments to Franklin at least ten calendar days prior to the anticipated filing. Each party hereto Peoples Bank Corporation shall, as promptly as practicable after receipt thereof, provide copies of any written comments received from the SEC with respect to the Registration Statement and the Proxy Statement, as the case may be, to the other party heretoparty, and advise the other party hereto of any oral comments with respect to the Registration Statement or the Proxy Statement received from the SEC. Each of Fifth Third, Fifth Third Financial and Franklin Peoples Bank Corporation agrees to use 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 Peoples Bank Corporation 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 to use reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by the Agreement. Franklin Peoples Bank Corporation agrees to furnish to Fifth Third all information concerning FranklinPeoples Bank Corporation, its Subsidiaries, officers, directors and stockholders as may be reasonably requested in connection with the foregoing. 2. Each of Fifth Third and Peoples Bank Corporation agrees, as to itself and its subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Peoples Bank Corporation shareholder meeting to approve the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. 3. Fifth Third agrees to advise Peoples Bank Corporation, promptly after Fifth Third receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the Fifth Third Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. Peoples Bank Corporation agrees to advise Fifth Third of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information.

Registration Statement and Proxy Statement. 1. Each of Fifth Third, Fifth ------------------------------------------ Third Financial and Franklin CNB Bancshares agree to cooperate in the preparation of a registration statement on Form S-4 (the "Registration Statement") to be filed by Fifth Third with the SEC in connection with the issuance of Fifth Third Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Franklin CNB Bancshares constituting a part thereof (the "Proxy Statement") and all related documents). The Registration Statement and the Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Fifth Third, Fifth Third Financial and Franklin CNB Bancshares agree to each use their best efforts to enable Fifth Third CNB Bancshares to file the Registration Proxy Statement in preliminary form with the SEC within sixty (60) days of the date hereof and Fifth Third and Fifth Third Financial agree CNB Bancshares agrees to furnish the Registration preliminary Proxy Statement in draft form for comments to Franklin Fifth Third at least ten calendar 5 days prior to the anticipated filing. Unless Fifth Third elects to file the Registration Statement sooner, Fifth Third agrees to file the Registration Statement with the SEC as soon as reasonably practicable after any SEC comments with respect to the preliminary Proxy Statement are resolved. Each party hereto of Fifth Third and CNB Bancshares shall, as promptly as practicable after receipt thereof, provide copies of any written comments received from the SEC with respect to the Registration Statement and the Proxy Statement, as the case may be, to the other party heretoparty, and advise the other party hereto of any oral comments with respect to the Registration Statement or the Proxy Statement received from the SEC. Each of Fifth Third, Fifth Third Financial and Franklin CNB Bancshares agrees to use 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 CNB Bancshares agrees to mail the Proxy Statement to its shareholders in accordance with the directions and under the supervision of Fifth Thirdshareholders. Fifth Third also agrees to use reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by the Agreement. Franklin CNB Bancshares agrees to furnish to Fifth Third all information concerning FranklinCNB Bancshares, its Subsidiaries, officers, directors and stockholders as may be reasonably requested in connection with the foregoing.