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                                                                   EXHIBIT 10.14

                    FORM OF AMENDMENT TO AMENDED AND RESTATED
                               SEVERANCE AGREEMENT

         THIS AMENDMENT is dated May ___, 2001 and effective as of July 18,
2000, between FRANKLIN BANK, NATIONAL ASSOCIATION ("Franklin") and
______________ (the "Director").

         WHEREAS, Franklin and the Director, a non-employee member of the Board
of Directors of Franklin, entered into that certain Amended and Restated
Severance Agreement made as of the 21st day of November, 1995 (the "Amended and
Restated Severance Agreement") pursuant to which the Director is entitled to
certain severance and other compensation in the event of a "Change in Control"
(as defined in the Amended and Restated Severance Agreement) of Franklin; and

         WHEREAS, effective as of March 19, 2000, a Change in Control of
Franklin occurred within the meaning of the Amended and Restated Severance
Agreement, as a result of Franklin entering into an Agreement and Plan of Merger
with Bingham Financial Services Corporation and BFSC Merger, N.A.; and

         WHEREAS, effective as of May 23, 2000, a Change in Control of Franklin
occurred within the meaning of the Amended and Restated Severance Agreement, as
a result of the nomination of non-management sponsored directors for election to
the Board of Directors of Franklin; and

         WHEREAS, pursuant to the terms of the Amended and Restated Severance
Agreement, a trust (the "Trust ") has been established under the Franklin Bank
Severance Payment Trust Agreement dated September 30, 1999 (the "Trust
Agreement"), between Franklin, as Grantor, and with Northern Trust Bank, FSB, as
Trustee (the "Trustee"), which Trust has been funded by Franklin with an amount
estimated by Franklin to be sufficient to cover the payment to Director of a
severance payment under the Amended and Restated Severance Agreement, as well as
similar severance payments that may become due to other non-employee directors
having agreements with Franklin similar to the Amended and Restated Severance
Agreement; and

         WHEREAS, as part of a review of Franklin's operations, the Board of
Directors of Franklin has pursuant to a resolution adopted by the Board of
Directors on July 18, 2000, adopted a revised compensation structure which
reduces certain compensation and benefits payable to non-employee members of the
Board of Directors, as follows:

         a.       the director meeting fee payable by Franklin from and after
July 18, 2000 is reduced to $600.00 per meeting;

         b.       the director committee meeting fee payable by Franklin from
and after July 18, 2000 is reduced to $400.00 per meeting;

         c.       the health insurance reimbursement and health club dues
benefits payable by Franklin from and after July 18, 2000 are eliminated; and

         d.       the lump sum severance payment benefit payable by Franklin
will be capped at the level accrued through and until July 18, 2000;

         (the changes to the compensation and benefits payable by Franklin to
non-employee members of the Board of Directors of Franklin so identified as
items (a), (b), (c) and (d) above being herein collectively referred to as the
"New Compensation Structure"), and (ii) recommended that the Amended and
Restated Severance



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Agreement between Franklin and Director, and similar agreements between Franklin
and certain other non-employee directors, be amended as set forth herein.

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained and for other good and valuable consideration, receipt of which is
hereby acknowledged, the parties hereto hereby agree to amend the Amended and
Restated Severance Agreement as follows:

         1.       Compensation. Section 3(F)(ii) of the Amended and Restated
Severance Agreement is hereby deleted in its entirety and replaced with the
following:

                  "a reduction by Franklin in the Director's compensation as in
                  effect on July 19, 2000 (the "Stop Date") or as the same may
                  be increased from time to time thereafter during the term of
                  this Agreement."

                  2.       Benefit Plans. Section 3(F)(iii) of the Amended and
Restated Severance Agreement is hereby deleted in its entirety and replaced with
the following:

                  "any failure by Franklin to continue in effect for such
                  Director any benefit plan or arrangement or perquisite
                  (including, without limitation, Franklin's group life
                  insurance plan and accident and disability plans) in which the
                  Director is participating as of (i) the Stop Date or as the
                  same may be increased from time to time thereafter during the
                  term of this Agreement and (ii) the day prior to the Change in
                  Control of Franklin (or any other plans providing the Director
                  with substantially similar benefits) (hereinafter referred to
                  as "Benefit Plans"), or the taking of any action by Franklin
                  which would adversely affect the Director's participation in
                  or materially reduce the Director's benefits under any such
                  Benefit Plan or deprive the Director of any material fringe
                  benefit enjoyed by the Director as of the day prior to the
                  Change in Control of Franklin."

                  3.       Severance Pay. Section 4(2) of the Amended and
Restated Severance Agreement is hereby deleted in its entirety and replaced with
the following:

                  "In lieu of any further compensation to Director for periods
                  subsequent to the Date of Termination, Franklin shall pay as
                  severance pay to Director a lump sum severance payment of
                  $249,426 (the "Cash Payment"); it being acknowledged and
                  agreed between Franklin and Director that the Cash Payment
                  amount is the sum equal to $15,000 per year of service as a
                  Director of Franklin served by the Director prior to the Stop
                  Date (and a pro rata amount for each fractional year). In
                  addition, Franklin shall pay as severance to Director an
                  amount which after applying the provisions of Section 4999 of
                  the Code, as amended (or as replaced by any other Code
                  Section) (" Section 4999") would provide Director with the
                  same approximate aggregate cash under Section 4 of the
                  Agreement that Director would have received under Section 4 of
                  the Agreement but for the application of Section 4999; and"

                  4.       Benefit Plans-Severance Compensation. Section 4(4) of
the Amended and Restated Severance Agreement is hereby deleted in it entirety
and replaced with the following:




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                  "In addition, Franklin shall maintain in full force and
                  effect, for the continuing benefit of the Director for 3
                  years; all Benefit Plans in which the Director was entitled to
                  participate during the 3 years prior to the Date of
                  Termination, provided that the Director's continued
                  participation is possible under the general terms and
                  provisions of such Benefit Plans. In the event that the
                  Director's participation in any Benefit Plan is barred,
                  Franklin shall arrange to provide the Director with benefits
                  substantially similar to those which the Director would
                  otherwise have been entitled to receive under such Benefit
                  Plan from which the Director's continued participation is
                  barred. At the election of the Director, Franklin shall pay to
                  Director a lump-sum payment of $17,939 ("Payment in Lieu of
                  Health Benefits") under this subsection 4(4); and with payment
                  of said sum, Franklin shall be relieved of any obligation to
                  continue the provision of any benefits for (a) medical
                  insurance reimbursement, and/or (b) exercise club dues
                  reimbursement benefits (collectively, the "Health Benefits")
                  for a three-year period pursuant to this subsection 4(4);
                  provided, further, that Franklin and Director acknowledge and
                  agree that, (x) at the election of Director, Franklin shall be
                  obligated to pay to Director the Payment in Lieu of Health
                  Benefits, as an absolute minimum value of consideration under
                  this subsection 4(4), whether or not Franklin was, at the Date
                  of Termination or during the 3 years prior thereto, providing
                  Health Benefits to Director, or Director was then entitled to
                  participate in any Benefit Plans providing Health Benefits,
                  and (y) to the extent that Director had been entitled to
                  participate in any Benefit Plan in addition to those providing
                  the Health Benefits (collectively, the "Additional Benefits"),
                  payment by Franklin to Director of the Payment in Lieu of
                  Health Benefits shall not relieve Franklin from its obligation
                  to continue the provision of said Additional Benefits for a
                  three-year period pursuant to this subsection 4(4); and"

         5. Waiver; Reservation of Rights. Director hereby waives his right to
resign as a director for "Good Reason" as contemplated by Section 3(F) of the
Amended and Restated Severance Agreement due solely to changes to the
compensation and benefits specifically identified as the New Compensation
Structure. This waiver shall not be deemed or otherwise construed to constitute
a waiver of any other condition, or prejudice any right or remedy which Director
may now have or may have in the future, under or in connection with the Amended
and Restated Severance Agreement, as amended, and it is expressly agreed that
Director does not waive any rights, but instead Director reserves all rights, to
the extent any change is or may be effected with respect to any compensation
and/or benefits other than those changes specifically identified as the New
Compensation Structure. Furthermore, it is expressly agreed that (i) any breach
of Franklin to fully and timely fund the Trust, to properly and timely instruct
the Trustee and to otherwise strictly abide by, observe and perform in
accordance with the terms of the Amended and Restated Severance Agreement and
the Trust Agreement, and/or (ii) any act or action, or failure to act or take
action, on the part of Franklin which improperly impairs, impedes, delays,
blocks or restricts, or has or may have as a consequence an improper impairment,
impediment, delay, blockage or restriction on or of, any distribution from the
Trust owing to Director, irregardless of any act or action, or failure to act or
take action on the part of the Trustee, shall be and constitute a breach by
Franklin of both the Amended and Restated Severance Agreement and the Trust
Agreement, in respect of which Director reserves all rights and remedies and for
which Franklin shall be liable to Director, including, without limitation, as
provided in Section 4 (and, in particular and not in limitation, under the
provisions of Sections 4(5), 4(6) and 4(7)) and Section 15 of the Amended and
Restated Severance Agreement. Director's service upon the Board of Directors of
Franklin, or any nominating or other committee, participation in any
deliberations with respect to, or voting, abstaining, approving or recommending,
for or against, the nomination or election of any person or persons as a
director or directors of Franklin, or any


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committee of the Board of Directors of Franklin, shall not constitute Director's
consent or acquiescence to, or waiver of, or otherwise affect Director's rights
regarding the consequences of, a failure to nominate or re-elect the Director as
a member of the Board of Directors, or of any committee, under the Amended and
Restated Severance Agreement.

         6.       Notices. Director's address set forth in Section 11 of the
Amended and Restated Severance Agreement is hereby deleted and replaced with the
following:

         ---------------------
         ---------------------"

         7.       Ratification. Except as specifically modified herein, the
Amended and Restated Severance Agreement remains in full force and effect in all
respects and remains binding upon both Franklin and the Director.

         8.       Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

                            [Signature page follows]


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         IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.

                                 FRANKLIN BANK, NATIONAL ASSOCIATION

                                 By:
                                    --------------------------------------
                                    Name:  David L.  Shelp
                                    Its:   President and Chief Executive Officer


                                 DIRECTOR

                                 By:
                                    --------------------------------------
                                    Name:



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