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EXHIBIT 4.1
CERTIFICATE OF TRUST
OF
FRANKLIN CAPITAL TRUST I
This Certificate of Trust of Franklin Capital Trust I (the "Trust") is
being duly executed and filed by Wilmington Trust Company, a Delaware banking
corporation, and Richard E. Herrington and Lisa L. Musgrove, each an
individual, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. C. ss.3801 et seq.)(the "Act").
1. Name. The name of the business trust formed hereby is
Franklin Capital Trust I.
2. Delaware Trustee. The name and business address of the
trustee of the Trust in the State of Delaware is Wilmington
Trust Company, Attn: Corporate Trust Administration, Rodney
Square North, 1100 North Market Street, Wilmington, Delaware
19890.
3. Effective Date. This Certificate of Trust shall be effective
on June 2, 2000.
4. Counterparts. This Certificate of Trust may be executed in
one or more counterparts, which, when taken together, shall
be deemed to constitute a single original.
IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust,
have executed this Certificate of Trust as of the effective date above written
in accordance with Section 3811(a) of the Act.
Wilmington Trust Company, as Trustee
By: /s/ Donald G. MacKelcan
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Name: Donald G. MacKelcan
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Title: Vice President
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/s/ Richard E. Herrington
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Richard E. Herrington, as Trustee
/s/ Lisa L. Musgrove
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Lisa L. Musgrove, as Trustee
