EXHIBIT 2.1.1
AMENDMENT NO. 1
TO
AFFILIATION AGREEMENT
BY AND AMONG
FRANKLIN FINANCIAL CORPORATION,
FIFTH THIRD BANCORP
AND
FIFTH THIRD FINANCIAL CORPORATION
This AMENDMENT NO. 1 dated as of this 9th day of September, 2002 to
that certain Affiliation Agreement dated as of July 23, 2002 (the "Agreement")
by and among Franklin Financial Corporation ("Franklin"), Fifth Third Bancorp
("Fifth Third") and Fifth Third Financial Corporation ("Fifth Third
Financial").
WITNESSETH:
WHEREAS, each of Franklin, Fifth Third and Fifth Third Financial agree
that it is in their mutual best interests to enter into this Amendment No. 1 to
facilitate the orderly consummation of the transactions contemplated by the
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants,
representations, warranties and agreements contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties agree as
follows:
1. DEFINED TERMS. Except for capitalized terms, which are
expressly defined in this Amendment No.1, all capitalized terms shall have the
meanings set forth in the Agreement.
2. AMENDMENT TO SECTIONS V.A.1 AND V.B.1. The parties hereby
agree that each of the third sentence of Section V.A.1 and the second sentence
of Section V.B.1 of the Agreement are hereby amended to replace the words
"sixty (60) days" with the words "one hundred and twenty (120) days".
3. AMENDMENT TO SECTION VIII.A.2. The parties hereby agree that
Section VIII.A.2 of the Agreement is hereby amended to replace the date
"January 31, 2003" with the date "April 1, 2003".
4. REAFFIRMATION. Except as expressly modified by this Amendment
No. 1, the parties hereby ratify and confirm each and every provision of the
Agreement. The parties further agree that neither the extensions of the time
periods as set forth above nor any fact or circumstance which may have
necessitated such extensions constitute any breach or default of any provision
of the Agreement.
5. ENTIRE AGREEMENT. The terms and provisions of the Agreement
(including the documents and instruments referred to therein), together with
this Amendment No. 1, constitute the entire agreement among the parties and
supersedes all prior agreements and understandings, both written and oral,
among the parties with respect to the subject matter hereof.
6. COUNTERPARTS. This Amendment No. 1 may be executed in
counterparts, all of which
shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each of the parties and delivered to the other
parties, it being understood that the parties need not sign the same
counterpart.
7. GOVERNING LAW. This Amendment No. 1 shall be governed and
construed in accordance with the laws of the State of Ohio, without regard to
any applicable conflicts of law principles (except to the extent that mandatory
provisions of federal or state law apply).
IN WITNESS WHEREOF, Franklin Financial Corporation, Fifth Third
Bancorp and Fifth Third Financial Corporation have caused this Amendment No. 1
to be executed by their respective officers thereunto duly authorized as of the
date first above written.
FRANKLIN FINANCIAL CORPORATION
By:/s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Title: Chairman
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FIFTH THIRD BANCORP
By:/s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
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Title: Executive Vice President
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FIFTH THIRD FINANCIAL CORPORATION
By:/s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
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Title: Executive Vice President
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