Chaiman, President and CEO Richard Herrington talked about the criteria for a potentialM&A target during an April 27 conference call to discuss first-quarterresults.

Herrington notedM&A activity is picking up, especially in the local markets.

"As welook out, we see this would be a good way to gradually increase our footprintto enhance shareholder value. The criteria we've set up is one, we want to seebanks with a good deposit base, a good solid deposit base. Number two, we wouldlook for a bank with a good asset quality," Herrington said, according toa transcript.

He saidFranklin does not want to buy a "problem bank."

"Thethird thing is we always look for, does the bank have adequate capital and canwe actually count the acquisition as a raising of capital and then the fourth,we want to make sure it's a situation where we have cultures that can match andcultures that can work together to create something special," Herringtonsaid.

Franklinhas turned down a couple opportunities that "just didn't make sense to us,"he said.

Respondingto a question about M&A, Herrington said Franklin's focus is in MiddleTennessee. "I don't see us doing anything outside of Middle Tennessee, butI don't want to say never."

TheFranklin, Tenn.-based company has a pendingdeal to acquireNashville, Tenn.-based Civic Bank& Trust.

On April26, Franklin reportednet income available to common shareholders of $6.2 million, 56 cents pershare, for the first quarter, compared to $3.1 million, or 37 cents per share,for the year-ago period.