FNFN Franklin Financial (MM)

Fifth Third Completes Acquisition of Franklin Financial Corporation Expands Nashville Presence To 11 Branches; Building 6 New Locations by mid-2005 CINCINNATI, June 11 /PRNewswire-FirstCall/ -- Fifth Third Bancorp (NASDAQ:FITB) completed today its acquisition of Franklin Financial Corporation (NASDAQ:FNFN) and its subsidiary, Franklin National Bank. Headquartered in Franklin, Tennessee in the Nashville metropolitan statistical area (MSA), Franklin's nine branches will be combined with Fifth Third Bank (Tennessee), one of 17 affiliates of Fifth Third Bancorp, as Fifth Third Bank, N.A. Fifth Third will now have 11 full-service locations in the greater Nashville area, with plans to open an additional six branches by mid-2005. (Logo: http://www.newscom.com/cgi-bin/prnh/19991117/FITBLOGO ) "The Nashville MSA has experienced a 30 percent population growth over the last decade," states Fifth Third Bancorp President & CEO George A. Schaefer, Jr. "Franklin Chairman Gordon Inman has built an excellent franchise, and this is a market that we are very much interested in serving." Todd F. Clossin, President of Fifth Third Bank (Tennessee), concurs. "This marks Fifth Third's foray into one of the most attractive markets in the Southeast. The Franklin and Fifth Third teams have been working to extend Franklin's 14-year track record of success by developing and providing innovative banking, investment and processing solutions -- and best-in-class service -- to 1.3 million people who live and work in the Nashville MSA." "Our partnership with Fifth Third has already delivered a number of significant benefits," offers Gordon E. Inman, Chairman, Franklin Financial Corporation. "Our customers now have increased convenience through additional branches and ATMs and access to new products and services. These, coupled with the investment our shareholders will realize today and in the future through Fifth Third's commitment to grow here, translate to an 'across-the-board' win for Middle Tennessee." Fifth Third exchanged, on a tax-free basis, .5933 shares of its common stock for each share of Franklin Financial common stock. Based upon Fifth Third's June 10, 2004 closing price of $55.52 per share, the total transaction value is approximately $317 million. Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. The Company has $94 billion in assets, operates 17 affiliates with 981 full-service Banking Centers, including 130 Bank Mart(R) locations open seven days a week inside select grocery stores and 1,855 Jeanie(R) ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee and West Virginia. The financial strength of Fifth Third's other affiliate banks continues to be recognized by rating agencies with deposit ratings of AA- and Aa1 from Standard & Poor's and Moody's, respectively. Additionally, Fifth Third Bancorp continues to maintain the highest short-term ratings available at A-1+ and Prime-1, and is recognized by Moody's with one of the highest senior debt ratings for any U.S. bank holding company of Aa2. Fifth Third operates four main businesses: Retail, Commercial, Investment Advisors and Fifth Third Processing Solutions. Investor information and press releases can be viewed at http://www.53.com/. The company's common stock is traded through the NASDAQ National Market System under the symbol "FITB." This release includes forward-looking statements within the meaning of Sections 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, that involve inherent risks and uncertainties. This release contains certain forward-looking statements with respect to the financial condition, results of operations, plans, objectives, future performance and business of Fifth Third Bancorp including statements preceded by, followed by or that include the words or phrases such as "believes," "expects," "anticipates," "plans," "trend," "objective," "continue," "remain," "pattern" or similar expressions or future or conditional verbs such as "will," "would," "should," "could," "might," "can," "may" or similar expressions. There are a number of important factors that could cause future results to differ materially from historical performance and these forward-looking statements. Factors that might cause such a difference include, but are not limited to: (1) competitive pressures among depository institutions increase significantly; (2) changes in the interest rate environment reduce interest margins; (3) prepayment speeds, loan origination and sale volumes, charge-offs and loan loss provisions; (4) general economic conditions, either national or in the states in which Fifth Third does business, are less favorable than expected; (5) political developments, wars or other hostilities may disrupt or increase volatility in securities markets or other economic conditions; (6) changes and trends in the securities markets; (7) legislative or regulatory changes or actions, or significant litigation, adversely affect Fifth Third or the businesses in which Fifth Third is engaged; and (8) the impact of reputational risk created by the developments discussed above on such matters as business generation and retention, funding and liquidity. Further information on other factors which could affect the financial results of Fifth Third after the merger are included in Fifth Third's filings with the Securities and Exchange Commission. These documents are available free of charge at the Commission's website at http://www.sec.gov/ from Fifth Third Bancorp. Fifth Third undertakes no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this release. http://www.newscom.com/cgi-bin/prnh/19991117/FITBLOGO http://photoarchive.ap.org/ DATASOURCE: Fifth Third CONTACT: Media, Stacie Haas, +1-513-579-5113, or in Tennessee, Kristy Williams, +1-615-595-5531, or Analysts, Bradley S. Adams, +1-513-534-0983, all of Fifth Third Web site: http://www.53.com/

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