Franklin Financial Shareholders Approve Fifth Third Merger FRANKLIN, Tenn., May 3 /PRNewswire-FirstCall/ -- Franklin Financial Corporation (FFC) shareholders today approved the proposed merger with Fifth Third Financial Corporation, with 99.9% of the votes cast being in favor of the transaction. The merger is expected to be completed in the second quarter of 2004 and is subject to regulatory approval. "On behalf of the Board of Directors of Franklin," commented FFC Chairman, President and CEO Gordon E. Inman, "I want to thank our shareholders for their investment, continued interest and vision. Our thanks as well goes to our customers and employees whose patronage and efforts have helped create one of the strongest financial institutions in Middle Tennessee. "Since the vast majority of our stock is owned by people in our local community," continued Inman, "the terms of this transaction should result in benefits to many of our neighbors and customers. This will have a positive effect on the local area as well. "The fact that our organization is joining one of the strongest regional banks in the country," Inman said, "offers even greater financial benefits to Middle Tennessee. Fifth Third is a recognized leader in providing innovative financial products and personalized customer service." On May 1, 2001, the common stock of Franklin Financial Corporation began trading on the Nasdaq National Market under the symbol "FNFN". Corporate data may be found on the Internet at http://www.fnfn.net/ . Franklin Financial Corporation is the parent company of Franklin National Bank, Franklin Financial Mortgage and Franklin Financial Securities. Franklin National Bank operates nine retail branches with ATMs in Williamson, Davidson, and Maury counties. The bank's Internet site is FranklinNetBranch.com. On July 24, 2002, Fifth Third Bancorp (NASDAQ:FITB-News) and Franklin Financial Corporation announced the signing of a definitive agreement in which Fifth Third will acquire Franklin Financial Corporation. On March 27, 2003, the definitive agreement was amended to extend the termination date to June 30, 2004 and to revise the exchange ratio. The merger is expected to be completed in the second quarter of 2004 and is subject to regulatory approval. THE STATEMENTS CONTAINED IN THIS RELEASE WHICH ARE NOT HISTORICAL FACTS ARE FORWARD-LOOKING STATEMENTS MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS DESCRIBING FRANKLIN FINANCIAL CORPORATION'S FUTURE PLANS, PROJECTIONS, STRATEGIES AND EXPECTATIONS ARE BASED ON ASSUMPTIONS AND INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND FRANKLIN FINANCIAL CORPORATION'S CONTROL. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE PROJECTED DUE TO CHANGES IN INTEREST RATES, COMPETITION IN THE INDUSTRY, CHANGES IN LOCAL AND NATIONAL ECONOMIC CONDITIONS AND VARIOUS OTHER FACTORS. ADDITIONAL INFORMATION CONCERNING SUCH FACTORS, WHICH COULD AFFECT FRANKLIN FINANCIAL CORPORATION, IS CONTAINED IN FRANKLIN FINANCIAL CORPORATION'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. DATASOURCE: Franklin Financial Corporation CONTACT: Kristy Williams, +1-615-595-5531, or David McCurrach, +1-615-591-1059, both of Franklin Financial Corporation Web site: http://www.fnfn.net/

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