AFFILIATION AGREEMENT



This Affiliation Agreement (this "Agreement") dated as of July 23, 2002 is

entered into by and among FIFTH THIRD BANCORP, a corporation organized and

existing under the General Corporation Law of the State of Ohio (the "OGCL")

with its principal office located in Cincinnati, Ohio ("Fifth Third"), FIFTH

THIRD FINANCIAL CORPORATION, a corporation organized and existing under the OGCL

and a wholly owned subsidiary of Fifth Third, with its principal office located

in Cincinnati, Ohio ("Fifth Third Financial"), and FRANKLIN FINANCIAL

CORPORATION, a corporation organized and existing under the Tennessee Business

Corporation Act (the "TBCA") with its principal office located in Franklin,

Tennessee ("Franklin").



                              W I T N E S S E T H :



WHEREAS, each of Fifth Third and Franklin is a registered financial services

holding company under the Bank Holding Company Act of 1956, as amended, and

Fifth Third, Fifth Third Financial and Franklin desire to effect a merger under

the authority and provisions of the OGCL and the TBCA pursuant to which at the

Effective Time (as herein defined in Article IX) Franklin will be merged with

and into Fifth Third's wholly owned subsidiary, Fifth Third Financial, with

Fifth Third Financial as the surviving corporation (the "Merger");



WHEREAS, the Board of Directors of Franklin has determined that it is in the

best interests of Franklin and its stockholders to consummate the Merger,

subject to the terms and conditions set forth herein;



WHEREAS, the Executive Committee of the Board of Directors of Fifth Third has

determined that it is in the best interests of Fifth Third and its stockholders

to consummate the Merger, subject to the terms and conditions set forth herein;



WHEREAS, the Board of Directors of Fifth Third Financial has determined that it

is in the best interests of Fifth Third Financial and its stockholder to

consummate the Merger, subject to the terms and conditions set forth herein;



WHEREAS, under the terms of this Agreement each share of Common Stock, no par

value per share, of Franklin (the "Franklin Common Stock"), which is issued and

outstanding (excluding any treasury shares) immediately prior to the Effective

Time will at the Effective Time be canceled and extinguished and converted into

shares of Common Stock, without par value, of Fifth Third ("Fifth Third Common

Stock"), all as more fully provided in this Agreement;



WHEREAS, the parties to this Agreement intend that the Merger qualify as a

"reorganization" within the meaning of Section 368(a) of the Internal Revenue

Code of 1986, as amended (the "Code");



NOW, THEREFORE, in consideration of the mutual covenants herein contained, Fifth

Third, Fifth Third Financial and Franklin agree together as follows:







                                       1

<PAGE>



         ARTICLE I. MODE OF EFFECTUATING CONVERSION OF SHARES; EFFECTS OF THE

         MERGER



A.       The Merger. Upon the terms and conditions set forth in this Agreement,

at the Effective Time, Franklin shall be merged with and into Fifth Third

Financial.



B.       Treatment of Fifth Third Stock. At the Effective Time, all of the

shares of Fifth Third and Fifth Third Financial Capital Stock that are issued

and outstanding or held by Fifth Third or Fifth Third Financial as treasury

shares immediately prior to the Effective Time will remain unchanged and will

remain outstanding or as treasury shares, as the case may be, of Fifth Third and

the Surviving Corporation (as hereinafter defined), respectively. Any stock

options, subscription rights, warrants or other securities outstanding

immediately prior to the Effective Time, entitling the holders to subscribe for

purchase of any shares of the capital stock of any class of Fifth Third, and any

securities outstanding at such time that are convertible into shares of the

capital stock of any class of Fifth Third will remain unchanged and will remain

outstanding, with the holders thereof entitled to subscribe for, purchase or

convert their securities into the number of shares of the class of capital stock

of Fifth Third to which they are entitled under the terms of the governing

documents.



C.       Treatment of Franklin Stock. 1. At the Effective Time, by virtue of the

Merger and without any action on the part of the holder of any shares of

Franklin Common Stock, subject to this Section I.C.1 and Section I.F., each

share of Franklin Common Stock (excluding treasury shares) that is issued and

outstanding immediately prior to the Effective Time will be converted into .4039

shares of Fifth Third Common Stock (or cash in lieu thereof for fractional

shares, if any, as described in Section I.E. below) subject to adjustment as

determined in accordance with the following (the "Exchange Ratio"):



                  (i)      if the Average Closing Price (as defined in I.D.1

below) is less than or equal to $63.13, the Exchange Ratio will remain at .4039;



                  (ii)     if the Average Closing Price is greater than $63.13

but is less than $66.55, the Exchange Ratio will be adjusted so that the

Exchange Ratio will equal the quotient obtained by dividing $25.50 by the

Average Closing Price; and



                  (iii)    if the Average Closing Price is equal to or greater

than $66.55, the Exchange Ratio will be adjusted so that the Exchange Ratio will

equal .3832.



         At the Effective Time, all shares of Franklin Common Stock held as

treasury shares and all shares of Franklin Common Stock owned by Fifth Third or

any of its wholly owned subsidiaries (other than in a fiduciary, custodial or

similar capacity or owned as a result of a debt previously contracted) will be

canceled and terminated and no shares of Fifth Third or other consideration will

be issued in exchange therefor.

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