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EXHIBIT 4.2
TRUST AGREEMENT
This TRUST AGREEMENT, dated as of June 2, 2000, (this "Trust
Agreement"), among (i) Franklin Financial Corporation, a Tennessee corporation
(the "Depositor"), (ii) Wilmington Trust Company, a Delaware banking
corporation, as trustee, and (iii) Xxxxxxx X. Xxxxxxxxxx and Xxxx X. Xxxxxxxx,
each an individual, as trustees (each of such trustees in (ii) and (iii) a
"Trustee" and collectively, the "Trustees"). The Depositor and the Trustees
hereby agree as follows:
1. The trust created hereby (the "Trust") shall be known as
"Franklin Capital Trust I" in which name the Trustees, or the Depositor to the
extent provided herein, may engage in the transactions contemplated hereby,
make and execute contracts and xxx and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets
over to the Trustees the sum of One Hundred Dollars ($100.00). The Trustees
hereby acknowledge receipt of such amount in trust from the Depositor, which
amount shall constitute the initial trust estate. The Trustees hereby declare
that they will hold the trust estate in trust for the Depositor. It is the
intention of the parties hereto that the Trust created hereby constitute a
business trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.
Section 3801, et seq. (the "Business Trust Act "), and that this document
constitute the governing instrument of the Trust. The Trustees are hereby
authorized and directed to execute and file a certificate of trust with the
Delaware Secretary of State in accordance with the provisions of the Business
Trust Act.
3. The Depositor and the Trustees will enter into an Amended and
Restated Trust Agreement, satisfactory to each such party and substantially in
the form included as an exhibit to the 1933 Act Registration Statement (as
defined below), to provide for the contemplated operation of the Trust created
hereby and the issuance of the Preferred Securities and Common Securities
referred to therein. Prior to the execution and delivery of such Amended and
Restated Trust Agreement, the Trustees shall not have any duty or obligation
hereunder or with respect to the trust estate, except as otherwise required by
applicable law or as may be necessary to obtain prior to such execution and
delivery of any licenses, consents or approvals required by applicable law or
otherwise.
4. The Depositor and the Trustees hereby authorize and direct
the Depositor, as the sponsor of the Trust, (i) to file with the Securities and
Exchange Commission (the "Commission") and execute, in each case on behalf of
the Trust, the Registration Statement on Form S-2 (the "1933 Act Registration
Statement") (including any pre-effective or post-effective amendments to the
1933 Act Registration Statement) relating to the registration under the
Securities Act of 1933, as amended, of the Preferred Securities of the Trust
and possible certain other securities; (ii) to file and execute on behalf of
the Trust such applications, reports, surety bonds, irrevocable consents,
appointments of attorney for service of process and other papers and documents
as shall be necessary or desirable to register the Preferred Securities under
the securities or blue sky laws of such jurisdictions as the Depositor, on
behalf of the Trust, may deem necessary or desirable; and (iii) to execute on
behalf of the Trust a Selling Agency Agreement relating to the Preferred
Securities, among the Trust, the
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Depositor and the Underwriter(s) named therein, substantially in the form
included as an exhibit to the 1933 Act Registration Statement. In the event
that any filing referred to in clauses (i) and (ii) above is required by the
rules and regulations of the Commission or state securities or blue sky laws,
to be executed on behalf of the Trust by one or more of the Trustees, each of
the Trustees, in its or his capacity as a Trustee of the Trust, is hereby
authorized and, to the extent so required, directed to join in any such filing
and to execute on behalf of the Trust any and all of the foregoing, it being
understood that Wilmington Trust Company in its capacity as a Trustee or the
Trust shall not be required to join in any such filing or execute on behalf of
the Trust any such document unless required by the rules and regulations of the
Commission or state securities or blue sky laws. In connection with the filings
referred to above, the Depositor and Xxxxxxx X. Xxxxxxxxxx and Xxxx X.
Xxxxxxxx, each as Trustees and not in their individual capacities, hereby
constitutes and appoints Xxxxxxx X. Xxxxxxxxxx and Xxxx X. Xxxxxxxx and each of
them, as its true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for the Depositor or such Trustee or in the
Depositor's or such Trustee's name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to the
1933 Act Registration Statement and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Commission, the
Exchange and administrators of the state securities or blue sky laws, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as the Depositor or
such Trustee might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their respective
substitute or substitutes, shall do or cause to be done by virtue hereof.
5. This Trust Agreement may be executed in one or more
counterparts.
6. The number of Trustees initially shall be three and
thereafter the number of Trustees shall be such number as shall be fixed from
time to time by a written instrument signed by the Depositor which may increase
or decrease the number of Trustees; provided, however, that to the extent
required by the Business Trust Act, one Trustee shall either be a natural
person who is a resident of the State of Delaware or, if not a natural person,
an entity which has its principal place of business in the State of Delaware
and otherwise meets the requirements of applicable Delaware law. Subject to the
foregoing, the Depositor is entitled to appoint or remove without cause any
Trustee at any time. The Trustees may resign upon 30 days' prior notice to the
Depositor.
7. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).
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IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed as of the day and year first above written.
Franklin Financial Corporation, as Depositor
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx
President and Chief Executive Officer
Wilmington Trust Company, as Trustee
By: /s/ Xxxxxx X. XxxXxxxxx
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Name: Xxxxxx X. XxxXxxxxx
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Title: Vice President
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/s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx, as Trustee
/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx, as Trustee
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