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                                                                    Exhibit 10.2
                               FRANKLIN BANK CORP.
                          2004 LONG-TERM INCENTIVE PLAN

SECTION 1.        PURPOSE; DEFINITIONS

         The purpose of the Plan is to give the Company a competitive advantage
in attracting, retaining and motivating officers, employees, directors and/or
consultants and to provide the Company and its Subsidiaries and Affiliates with
a stock plan providing incentives directly related to increases in Company
shareholder value.

         Certain terms used herein have definitions given to them in the first
place in which they are used. In addition, for purposes of the Plan, the
following terms are defined as set forth below:

(a)      "Affiliate" means a corporation or other entity controlled by,
controlling or under common control with the Company.

(b)      "Award" means a Stock Appreciation Right, Stock Option, Restricted
Stock, Performance Unit, or other stock-based award granted pursuant to the
terms of the Plan.

(c)      "Award Agreement" means any written agreement, contract or other
instrument or document evidencing the grant of an Award.

(d)      "Award Cycle" means a period of consecutive fiscal years or portions
thereof designated by the Committee over which Performance Units are to be
earned.

(e)      "Board" means the Board of Directors of the Company.

(f)      "Cause" means, unless otherwise provided by the Committee in an Award
Agreement, (i) "Cause" as defined in any Individual Agreement to which the
Participant is a party, or (ii) if there is no such Individual Agreement or if
it does not define Cause: (A) conviction of the Participant for committing a
felony under federal law or the law of the state in which such action occurred,
(B) dishonesty in the course of fulfilling the Participant's employment duties,
(C) willful and deliberate failure on the part of the Participant to perform his
or her employment duties in any material respect, or (D) prior to a Change in
Control, such other events as shall be determined by the Committee. The
Committee shall, unless otherwise provided in an Individual Agreement with the
Participant have the sole discretion to determine whether "Cause" exists, and
its determination shall be final.

(g)      "Change in Control" and "Change in Control Price" have the meanings set
forth in Sections 11(b) and (c), respectively.

(h)      "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and any successor thereto.

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(i)      "Commission" means the Securities and Exchange Commission or any
successor agency.

(j)      "Committee" means the Committee referred to in Section 2.

(k)      "Common Stock" means common stock, par value $0.01 per share, of the
Company.

(l)      "Company" means Franklin Bank Corp., a Delaware corporation.

(m)      "Covered Employee" means a Participant designated prior to the grant of
Restricted Stock or Performance Units by the Committee who is or may be a
"covered employee" within the meaning of Section 162(m)(3) of the Code in the
year in which Restricted Stock or Performance Units are expected to be taxable
to such Participant.

(n)      "Disability" means, unless otherwise provided by the Committee, (i)
"Disability" as defined in any Individual Agreement to which the Participant is
a party, or (ii) if there is no such Individual Agreement or it does not define
"Disability," permanent and total disability as determined under the Company's
Long Term Disability Plan applicable to the Participant.

(o)      "Early Retirement" means retirement from active employment with the
Company or a Subsidiary of the Company pursuant to the early retirement
provisions of the applicable pension plan of such employer, if any.

(p)      "Effective Date" shall have the meaning set forth in Section 16.

(q)      "Eligible Individuals" mean directors, officers, employees and
consultants of the Company or any of its Subsidiaries or Affiliates, and
prospective employees and consultants who have accepted offers of employment or
consultancy from the Company or its Subsidiaries or Affiliates, who are or will
be responsible for or contribute to the management, growth or profitability of
the business of the Company, or its Subsidiaries or Affiliates.

(r)      "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, and any successor thereto.

(s)      "Fair Market Value" means, except as otherwise provided by the
Committee, as of any given date, the average of the highest and lowest per-share
sales prices for a share of Common Stock during normal business hours on the
Nasdaq or such other national securities market or exchange as may at the time
be the principal market for the Common Stock, or if the shares were not traded
on such national securities market or exchange on such date, then on the next
preceding date on which such shares of Common Stock were traded, all as reported
by such source as the Committee may select.

(t)      "Incentive Stock Option" means any Stock Option designated as, and
qualified as, an "incentive stock option" within the meaning of Section 422 of
the Code.

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(u)      "Individual Agreement" means an employment, consulting or similar
written agreement between a Participant and the Company or one of its
Subsidiaries or Affiliates.

(v)      "Involuntary Termination" means a Termination of Employment by reason
of an Involuntary Termination as defined in an Individual Agreement to which the
Participant is a party that is then in effect. If a Participant is not party to
an Individual Agreement, or if it does not define "Involuntary Termination," no
Termination of Employment of that Participant shall be considered to be an
Involuntary Termination.

(w)      "Nasdaq" means the Nasdaq National Market.

(x)      "NonQualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.

(y)      "Normal Retirement" means retirement from active employment with the
Company or a Subsidiary of the Company at or after age 65 or such other age as
may be established by the Committee.

(z)      Option Price" shall have the meaning set forth in Section 5(d).

(aa)     "Outside Director" means a director who meets any applicable
independence requirements of the Nasdaq and who qualifies as an "outside
director" within the meaning of Section 162(m) of the Code and as a
"non-employee director" within the meaning of Rule 16b-3 promulgated under the
Exchange Act.

(bb)     "Performance Goals" means the performance goals established by the
Committee in connection with the grant of Restricted Stock or Performance Units.
In the case of Qualified Performance-Based Awards, (i) such goals shall be based
on the attainment of specified levels of one or more of the following measures
with respect to the Company or such subsidiary, division or department of the
Company for or within which the participant performs services: specified levels
of the Company's stock price, market share, sales, asset quality, non-performing
assets, earnings per share, return on equity, costs, operating income,
marketing-spending efficiency, return on operating assets, return on assets,
core non-interest income and/or levels of cost savings and (ii) such Performance
Goals shall be set by the Committee within the time period prescribed by Section
162(m) of the Code and related regulations. Such Performance Goals also may be
based upon the attaining of specified levels of Company performance under one or
more of the measures described above relative to the performance of other
corporations

(cc)     "Performance Units" means an Award granted under Section 8.

(dd)     "Plan" means the Franklin Bank Corp. 2004 Long-Term Incentive Plan, as
set forth herein and as hereinafter amended from time to time.

(ee)     "Qualified Performance-Based Award" means an Award of Restricted Stock
or Performance Units designated as such by the Committee at the time of grant,
based upon a

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determination that (i) the recipient is or may be a "covered employee" within
the meaning of Section 162(m)(3) of the Code in the year in which the Company
would expect to be able to claim a tax deduction with respect to such Restricted
Stock or Performance Units and (ii) the Committee wishes such Award to qualify
for the Section 162(m) Exemption.

(ff)     "Restricted Stock" means an Award granted under Section 7.

(gg)     "Retirement" means Normal or Early Retirement.

(hh)     "Rule 16b-3" means Rule 16b-3, as promulgated by the Commission under
Section 16(b) of the Exchange Act, as amended from time to time.

(ii)     "Section 162(m) Exemption" means the exemption from the limitation on
deductibility imposed by Section 162(m) of the Code that is set forth in Section
162(m)(4)(C) of the Code.

(jj)     "Stock Appreciation Right" means an Award granted under Section 6.

(kk)     "Stock Option" means an Award granted under Section 5.

(ll)     "Subsidiary" means any corporation, partnership, joint venture or other
entity during any period in which at least a 50% voting or profits interest is
owned, directly or indirectly, by the Company or any successor to the Company.

(mm)     "Termination of Employment" means the termination of the Participant's
employment with, or performance of services for, the Company and any of its
Subsidiaries or Affiliates. An Participant employed by, or performing services
for, a Subsidiary or an Affiliate shall also be deemed to incur a Termination of
Employment if the Subsidiary or Affiliate ceases to be such a Subsidiary or an
Affiliate, as the case may be, and the Participant does not immediately
thereafter become an employee of, or service-provider for, the Company or
another Subsidiary or Affiliate. Temporary absences from employment because of
illness, vacation or leave of absence and transfers among the Company and its
Subsidiaries and Affiliates shall not be considered Terminations of Employment.

SECTION 2.        ADMINISTRATION

(a)      The Plan shall be administered by the Compensation Committee or such
other committee of the Board as the Board may from time to time designate (the
"Committee"), which shall be composed of not less than three Outside Directors,
and shall be appointed by and serve at the pleasure of the Board, except with
respect to Awards to non-employee directors, which shall be administered by the
Nominating Committee. All references to the "Committee" with respect to grants
to non-employee directors shall refer to the Nominating Committee.

(b)      The Committee shall have plenary authority to grant Awards pursuant to
the terms of the Plan to Participants.

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(c)      Among other things, the Committee shall have the authority, subject to
the terms of the Plan:

         (i)      To select the Participants to whom Awards may from time to
time be granted;

         (ii)     To determine whether and to what extent any type of Award is
to be granted hereunder;

         (iii)    To determine the number of shares of Common Stock to be
covered by each Award granted hereunder;

         (iv)     To determine the terms and conditions of any Award granted
hereunder (including, but not limited to, the Option Price (subject to Section
5(a)), any vesting condition, restriction or limitation (which may be related to
the performance of the Participant, the Company or any Subsidiary or Affiliate)
and any vesting acceleration or forfeiture waiver regarding any Award and the
shares of Common Stock relating thereto, based on such factors as the Committee
shall determine;

         (v)      Subject to the terms of the Plan, including without limitation
Section 13, to modify, amend or adjust the terms and conditions of any Award, at
any time or from time to time, including but not limited to Performance Goals;
provided, however, that the Committee may not adjust upwards the amount payable
to a Covered Employee with respect to a Qualified Performance-Based Award or
waive or alter the Performance Goals associated therewith in a manner that would
violate Section 162(m) of the Code;

         (vi)     To determine to what extent and under what circumstances
Common Stock and other amounts payable with respect to an Award shall be
deferred; and

         (vii)    To determine under what circumstances an Award may be settled
in cash or Common Stock under Sections 5(k), 5(l), 6(b)(ii), 6(c)(xi) and
8(b)(iv).

(d)      The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall
from time to time deem advisable, to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any agreement relating thereto)
and to otherwise supervise the administration of the Plan.

(e)      The Committee may act only by a majority of its members then in office.
Except to the extent prohibited by applicable law or the applicable rules of a
stock exchange, the Committee may (i) allocate all or any portion of its
responsibilities and powers to any one or more of its members and (ii) delegate
all or any part of its responsibilities and powers to any person or persons
selected by it, provided that no such delegation may be made that would cause
Awards or other transactions under the Plan to cease to be exempt from Section
16(b) of the Exchange Act or cause an Award designated as a Qualified
Performance-Based Award not to qualify for, or to cease to qualify for, the
Section 162(m) Exemption. Any such allocation or delegation may be revoked by
the Committee at any time.

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(f)      Any determination made by the Committee with respect to any Award shall
be made in the sole discretion of the Committee at the time of the grant of the
Award or, unless in contravention of any express term of the Plan, at any time
thereafter. All decisions made by the Committee or any appropriately delegated
officer pursuant to the provisions of the Plan shall be final and binding on all
persons, including the Company, its Affiliates, Subsidiaries, shareholders and
Participants.

(g)      Any authority granted to the Committee may also be exercised by the
full Board, except to the extent that the grant or exercise of such authority
would cause any Award or transaction to become subject to (or lose an exemption
under) the short-swing profit recovery provisions of Section 16 of the Exchange
Act or cause an Award designated as a Qualified Performance-Based Award not to
qualify for, or to cease to qualify for, the Section 162(m) Exemption. To the
extent that any permitted action taken by the Board conflicts with action taken
by the Committee, the Board action shall control.

SECTION 3.        COMMON STOCK SUBJECT TO PLAN

(a)      The maximum number of shares of Common Stock that may be delivered to
Participants and their beneficiaries under the Plan shall be 1,000,000. No
Participant may be granted Stock Options and Stock Appreciation Rights covering
in excess of 50,000 shares of Common Stock in any calendar year. Shares subject
to an Award under the Plan may be authorized and unissued shares or may be
treasury shares. No more than 500,000 shares of Restricted Stock may be issued
during the term of the Plan.

(b)      If any Award is forfeited, or if any Stock Option (or Stock
Appreciation Right, if any) terminates, expires or lapses without being
exercised, or if any Stock Appreciation Right is exercised for cash, shares of
Common Stock subject to such Awards shall again be available for distribution in
connection with Awards under the Plan. If the Option Price of any Stock Option
or the Strike Price of any Freestanding Stock Appreciation Right is satisfied by
delivering shares of Common Stock to the Company (by either actual delivery or
by attestation), only the number of shares of Common Stock delivered to the
Participant net of the shares of Common Stock delivered to the Company or
attested to shall be deemed delivered for purposes of determining the maximum
numbers of shares of Common Stock available for delivery under the Plan. To the
extent any shares of Common Stock subject to an Award are not delivered to a
Participant because such shares are used to satisfy an applicable
tax-withholding obligation, such shares shall not be deemed to have been
delivered for purposes of determining the maximum number of shares of Common
Stock available for delivery under the Plan. The maximum number of shares of
Common Stock that may be issued pursuant to Stock Options intended to be
Incentive Stock Options shall be 1,000,000 shares.

(c)      In the event of any change in corporate capitalization (including, but
not limited to, a change in the number of shares of Common Stock outstanding),
such as a stock split or a corporate transaction, such as any merger,
consolidation, separation, including a spin-off, or other distribution of stock
or property of the Company (including any extraordinary cash or stock

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dividend), any reorganization (whether or not such reorganization comes within
the definition of such term in Section 368 of the Code) or any partial or
complete liquidation of the Company, the Committee or Board may make such
substitution or adjustments in the aggregate number and kind of shares reserved
for issuance under the Plan, and the maximum limitation upon Stock Options and
Stock Appreciation Rights and other Awards to be granted to any Participant, in
the number, kind and Option Price and Strike Price of shares subject to
outstanding Stock Options and Stock Appreciation Rights, in the number and kind
of shares subject to other outstanding Awards granted under the Plan and/or such
other equitable substitution or adjustments as it may determine to be
appropriate in its sole discretion (including, without limitation, an amount in
cash therefor); provided, however, that the number of shares subject to any
Award shall always be a whole number. Such adjusted Option Price shall also be
used to determine the amount payable by the Company upon the exercise of any
Stock Appreciation Right associated with any Stock Option.

SECTION 4.        ELIGIBILITY

         Awards may be granted under the Plan to Eligible Individuals.

SECTION 5.        STOCK OPTIONS

(a)      Stock Options may be granted alone or in addition to other Awards
granted under the Plan and may be of two types: Incentive Stock Options and
NonQualified Stock Options. Any Stock Option granted under the Plan shall be in
such form as the Committee may from time to time approve.

(b)      The Committee shall have the authority to grant any Participant
Incentive Stock Options, NonQualified Stock Options or both types of Stock
Options (in each case with or without Stock Appreciation Rights); provided,
however, that grants hereunder are subject to the limits on grants set forth in
Section 3. Incentive Stock Options may be granted only to employees of the
Company and its subsidiaries or parent corporation (within the meaning of
Section 424(f) of the Code). To the extent that any Stock Option is not
designated as an Incentive Stock Option or even if so designated does not
qualify as an Incentive Stock Option on or subsequent to its grant date, it
shall constitute a NonQualified Stock Option.

(c)      Stock Options shall be evidenced by Award Agreements, the terms and
provisions of which may differ. An Award Agreement shall indicate on its face
whether it is intended to be an agreement for an Incentive Stock Option or a
NonQualified Stock Option. The grant of a Stock Option shall occur on the date
the Committee by resolution selects a Participant to receive a grant of a Stock
Option, determines the number of shares of Common Stock to be subject to such
Stock Option to be granted to such Participant and specifies the terms and
provisions of the Stock Option. The Company shall notify a Participant of any
grant of a Stock Option, and a written Award Agreement shall be duly executed
and delivered by the Company to the Participant. Such agreement or agreements
shall become effective upon execution by the Company and the Participant.

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(d)      Stock Options granted under the Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions as
the Committee shall deem desirable:

         (i)      Option Price. The Committee shall determine the option price
per share of Common Stock purchasable under a Stock Option (the "Option Price").
The Option Price per share of Common Stock subject to a Stock Option shall not
be less than the Fair Market Value of the Common Stock subject to such Stock
Option on the date of grant, other than with respect to Stock Option granted in
lieu of foregone compensation, unless the Committee determines otherwise. Except
for adjustments pursuant to Section 3(c), in no event may any Stock Option
granted under this Plan be amended to decrease the Option Price thereof,
cancelled in conjunction with the grant of any new Stock Option with a lower
Option Price, or otherwise be subject to any action that would be treated, for
accounting purposes, as a "repricing" of such Stock Option, unless such
amendment, cancellation, or action is approved by the Company's shareholders in
accordance with applicable law and stock exchange rules.

         (ii)     Option Term. The term of each Stock Option shall be fixed by
the Committee, but no Incentive Stock Option shall be exercisable more than 10
years after the date the Stock Option is granted.

         (iii)    Exercisability. Except as otherwise provided herein, Stock
Options shall be exercisable at such time or times and subject to such terms and
conditions as shall be determined by the Committee. If the Committee provides
that any Stock Option is exercisable only in installments, the Committee may at
any time waive such installment exercise provisions, in whole or in part, based
on such factors as the Committee may determine. In addition, the Committee may
at any time accelerate the exercisability of any Stock Option.

         (iv)     Method of Exercise. Subject to the provisions of this Section
5, Stock Options may be exercised, in whole or in part, at any time during the
option term by giving written notice of exercise to the Company specifying the
number of shares of Common Stock subject to the Stock Option to be purchased.
Such notice shall be accompanied by payment in full of the Option Price by
certified or bank check or such other instrument as the Company may accept. If
approved by the Committee, payment, in full or in part, may also be made in the
form of unrestricted Common Stock (by delivery of such shares or by attestation)
already owned by the Participant of the same class as the Common Stock subject
to the Stock Option (based on the Fair Market Value of the Common Stock on the
date the Stock Option is exercised); provided, however, that, in the case of an
Incentive Stock Option, the right to make a payment in the form of already owned
shares of Common Stock of the same class as the Common Stock subject to the
Stock Option may be authorized only at the time the Stock Option is granted and
provided, further, that such already owned shares have been held by the
Participant for at least six months at the time of exercise or had been
purchased on the open market. If approved by the Committee, to the extent
permitted by applicable law, payment in full or in part may also be made by
delivering a properly executed exercise notice to the Company, together with a
copy of irrevocable instructions to a broker to deliver promptly to the Company
the amount of sale or loan proceeds necessary to pay the Option Price, and, if
requested, the amount of any federal,

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state, local or foreign withholding taxes. To facilitate the foregoing, the
Company may enter into agreements for coordinated procedures with one or more
brokerage firms. No shares of Common Stock shall be delivered until full payment
therefor has been made. Except as otherwise provided in Section 5(m) below, a
Participant shall have all of the rights of a shareholder of the Company holding
the class or series of Common Stock that is subject to such Stock Option
(including, if applicable, the right to vote the shares and the right to receive
dividends), when the Participant has given written notice of exercise, has paid
in full for such shares and, if requested by the Company, has given the
representation described in Section 15(a).

(e)      Nontransferability of Stock Options. No Stock Option shall be
transferable by the Participant other than (i) by will or by the laws of descent
and distribution or any other testamentary distribution; or (ii) in the case of
a NonQualified Stock Option, unless otherwise determined by the Committee, to
such Participant's children or family members, whether directly or indirectly or
by means of a trust or partnership or otherwise. For purposes of this Plan,
unless otherwise determined by the Committee, "family member" shall have the
meaning given to such term in General Instructions A.1(a)(5) to Form S-8 under
the Securities Act of 1933 as amended, or any successor thereto. All Stock
Options shall be exercisable, subject to the terms of this Plan, only by the
Participant, the guardian or legal representative of the Participant, or any
person to whom such option is transferred pursuant to this paragraph, it being
understood that the term "holder" and "Participant" include such guardian, legal
representative and other transferee; provided, however, that Termination of
Employment shall continue to refer to the Termination of Employment of the
original Participant.

(f)      Termination by Death. Unless otherwise determined by the Committee at
the time of grant, if a Participant incurs a Termination of Employment by reason
of death, any Stock Option held by such Participant may thereafter be exercised,
to the extent then exercisable, or on such accelerated basis as the Committee
may determine, until the expiration of the stated term of such Stock Option,
except in the case of an Incentive Stock Option, which shall be exercisable for
(i) a period of one year from the date of such death or (ii) the expiration of
the stated term of the Incentive Stock Option, whichever period is the shorter.

(g)      Termination by Reason of Disability. Unless otherwise determined by the
Committee at the time of grant or, if a longer period of exercise is desired,
thereafter, if a Participant incurs a Termination of Employment by reason of
Disability, any Stock Option held by such Participant (or the appointed
fiduciary of such Participant) may thereafter be exercised by the Participant
(or the appointed fiduciary of such Participant), to the extent it was
exercisable at the time of termination, or on such accelerated basis as the
Committee may determine, for a period of one year from the date of such
Termination of Employment or until the expiration of the stated term of such
Stock Option, whichever period is the shorter; provided, however, that if the
Participant dies within such period, any unexercised Stock Option held by such
Participant shall, notwithstanding the expiration of such period, continue to be
exercisable to the extent to which it was exercisable at the time of death until
the expiration of the stated term of such Stock Option. In the event of
Termination of Employment by reason of Disability, if an Incentive Stock Option

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is exercised after the expiration of the exercise periods that apply for
purposes of Section 422 of the Code, such Stock Option will thereafter be
treated as a NonQualified Stock Option.

(h)      Termination by Reason of Retirement. Unless otherwise determined by the
Committee at the time of grant or, if a longer period of exercise is desired,
thereafter, if a Participant incurs a Termination of Employment by reason of
Retirement, any Stock Option held by such Participant may thereafter be
exercised by the Participant, to the extent it was exercisable at the time of
such Retirement, or on such accelerated basis as the Committee may determine,
for a period of one year from the date of such Termination of Employment or
until the expiration of the stated term of such Stock Option, whichever period
is the shorter; provided, however, that if the Participant dies within such
period any unexercised Stock Option held by such Participant shall,
notwithstanding the expiration of such period, continue to be exercisable to the
extent to which it was exercisable at the time of death for until the expiration
of the stated term of such Stock Option, except in the case of an Incentive
Stock Option, which shall be exercisable for (i) a period of one year from the
date of such death or (ii) the expiration of the stated term of the Incentive
Stock Option, whichever period is the shorter. In the event of Termination of
Employment by reason of Retirement, if an Incentive Stock Option is exercised
after the expiration of the exercise periods that apply for purposes of Section
422 of the Code, such Stock Option will thereafter be treated as a NonQualified
Stock Option.

(i)      Other Termination. Unless otherwise determined by the Committee at the
time of grant or, if a longer period of exercise is desired, thereafter: (A) if
a Participant incurs a Termination of Employment for Cause, all Stock Options
held by such Participant shall thereupon terminate; and (B) if a Participant
incurs a Termination of Employment for any reason other than death, Disability,
Retirement or for Cause, any Stock Option held by such Participant, to extent it
was then exercisable at the time of termination, or on such accelerated basis as
the Committee may determine, may be exercised for the lesser of three months
from the date of such Termination of Employment or the balance of such Stock
Option's term; provided, however, that if the Participant dies within such
three-month period, any unexercised Stock Option held by such Participant shall,
notwithstanding the expiration of such three-month period, continue to be
exercisable to the extent to which it was exercisable at the time of death until
the expiration of the stated term of such Stock Option, except in the case of an
Incentive Stock Option, which shall be exercisable for (i) a period of one year
from the date of such death or (ii) the expiration of the stated term of the
Incentive Stock Option, whichever period is the shorter.

(j)      Change of Control Termination. Notwithstanding any other provision of
this Plan to the contrary, in the event a Participant incurs a Termination of
Employment during the 24-month period following a Change in Control other than
(i) by the Company for Cause, (ii) by reason of death, (iii) by reason of
Disability or (iv) by voluntary resignation other than by reason of an
Involuntary Termination, any Stock Option held by such Participant may
thereafter be exercised by the Participant, to the extent it was exercisable at
the time of termination, or on such accelerated basis as the Committee may
determine, for (A) the longer of (1) one year from such date of termination or
(2) such other period as may be provided in the Plan for such Termination of
Employment or as the Committee may provide in the Award Agreement or Individual

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Agreement, or (B) until expiration of the stated term of such Stock Option,
whichever period is the shorter. If an Incentive Stock Option is exercised after
the expiration of the post-termination exercise periods that apply for purposes
of Section 422 of the Code, such Stock Option will thereafter be treated as a
NonQualified Stock Option.

(k)      Cashing Out of Stock Option. On receipt of written notice of exercise,
the Committee may elect to cash out all or part of the portion of the shares of
Common Stock for which a Stock Option is being exercised by paying the
Participant an amount, in cash or Common Stock, equal to the excess of the Fair
Market Value of the Common Stock over the Option Price times the number of
shares of Common Stock for which the Option is being exercised on the effective
date of such cash-out.

(l)      Change in Control Cash-Out. Notwithstanding any other provision of the
Plan, during the 60-day period from and after a Change in Control (the "Exercise
Period"), if the Committee shall determine at the time of grant, a Participant
shall have the right, whether or not the Stock Option is fully exercisable and
in lieu of the payment of the Option Price for the shares of Common Stock being
purchased under the Stock Option and by giving notice to the Company, to elect
(within the Exercise Period) to surrender all or part of the Stock Option to the
Company and to receive cash, within 30 days of such election, in an amount equal
to the amount by which the Change in Control Price per share of Common Stock on
the date of such election shall exceed the Option Price per share of Common
Stock under the Stock Option (the "Spread") multiplied by the number of shares
of Common Stock granted under the Stock Option as to which the right granted
under this Section 5(l) shall have been exercised.

(m)      Deferral of Option Shares. The Committee may from time to time
establish procedures pursuant to which a Participant may elect to defer, until a
time or times later than the exercise of a Stock Option, receipt of all or a
portion of the shares of Common Stock subject to such Stock Option and/or to
receive cash at such later time or times in lieu of such deferred shares, all on
such terms and conditions as the Committee shall determine. If any such
deferrals are permitted, then notwithstanding Section 5(d) above, a Participant
who elects such deferral shall not have any rights as a shareholder with respect
to such deferred shares unless and until shares are actually delivered to the
Participant with respect thereto, except to the extent otherwise determined by
the Committee.

SECTION 6.        STOCK APPRECIATION RIGHTS

(a)      Grant and Exercise. Stock Appreciation Rights may be granted alone
("Freestanding Stock Appreciation Rights") or in conjunction with all or part of
any Stock Option granted under the Plan ("Tandem Stock Appreciation Rights").

(b)      Terms and Conditions of Tandem Stock Appreciation Rights. Tandem Stock
Appreciation Rights shall be subject to such terms and conditions as shall be
determined by the Committee, including the following:

                                       11

<PAGE>

         (i)      Relationship to Related Stock Option. A Stock Appreciation
Right issued in conjunction with a NonQualified Stock Option may be granted
either at or after the time of grant of such Stock Option. A Stock Appreciation
Right issued in conjunction with an Incentive Stock Option may be granted only
at the time of grant of such Stock Option. Tandem Stock Appreciation Rights
shall be exercisable only at such time or times and to the extent that the Stock
Options to which they relate are exercisable in accordance with the provisions
of Section 5.

         (ii)     Settlement. Upon the exercise of a Tandem Stock Appreciation
Right, a Participant shall be entitled to receive an amount in cash, shares of
Common Stock or a combination of cash and shares, equal to (A) the excess of the
Fair Market Value of one share of Common Stock over the Option Price per share
specified in the related Stock Option multiplied by (B) the number of shares of
Common Stock in respect of which such Stock Appreciation Right shall have been
exercised, with the Committee having the right to determine the form of payment.
The Committee may from time to time establish procedures pursuant to which a
Participant may elect to further defer receipt of cash or shares in settlement
of Tandem Stock Appreciation Rights for a specified period or until a specified
event, all on such terms and conditions as the Committee shall determine.

         (iii)    Nontransferability. Tandem Stock Appreciation Rights shall be
transferable only to the extent that the underlying Stock Option is transferable
pursuant to Section 5(e).

         (iv)     Method of Exercise. A Tandem Stock Appreciation Right may be
exercised by a Participant by surrendering the applicable portion of the related
Stock Option in accordance with procedures established by the Committee. Upon
such exercise and surrender, the Participant shall be entitled to receive an
amount determined in the manner prescribed by Section 6(b)(ii). Stock Options
which have been so surrendered shall no longer be exercisable to the extent the
related Stock Appreciation Rights have been exercised. Any Tandem Stock
Appreciation Right shall terminate and no longer be exercisable upon the
termination or exercise of the related Stock Option.

(c)      Terms and Conditions of Freestanding Stock Appreciation Rights.
Freestanding Stock Appreciation Rights shall be subject to such terms and
conditions as shall be determined by the Committee, including the following:

         (i)      Term. The Committee shall determine the stated term of each
Freestanding Stock Appreciation Right granted under this Plan.

         (ii)     Strike Price. Unless provided otherwise by the Committee, the
strike price (the "Strike Price") per share of Common Stock subject to a
Freestanding Stock Appreciation Right shall be the Fair Market Value of the
Common Stock on the date of grant, except with respect to Freestanding Stock
Appreciation Rights granted in lieu of foregone compensation. Except for
adjustments pursuant to Section 3(c), in no event may any Stock Appreciation
Right granted under this Plan be amended to decrease the Strike Price thereof,
cancelled in conjunction with the grant of any new Stock Appreciation Right with
a lower Strike Price, or otherwise be subject

                                       12

<PAGE>

to any action that would be treated, for accounting purposes, as a "repricing"
of such Stock Appreciation Right, unless such amendment, cancellation, or action
is approved by the Company's shareholders in accordance with applicable law and
stock exchange rules.

         (iii)    Exercisability. Except as otherwise provided herein,
Freestanding Share Appreciation Rights shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by the
Committee, and the Committee may at any time accelerate the exercisability of
any Stock Appreciation Right. If the Committee provides that any Stock
Appreciation Right is exercisable only in installments, the Committee may at any
time waive such installment exercise provisions, in whole or in part, based on
such factors as the Committee may determine.

         (iv)     Settlement. Upon the exercise of a Freestanding Stock
Appreciation Right, a Participant shall be entitled to receive an amount in
cash, shares of Common Stock or a combination of cash and shares, equal to (A)
the excess of the Fair Market Value of one share of Common Stock over the
applicable Strike Price multiplied by (B) the number of shares of Common Stock
in respect of which the Freestanding Stock Appreciation Right shall have been
exercised, with the Committee having the right to determine the form of payment.

         (v)      Nontransferability. No Freestanding Stock Appreciation Right
shall be transferable by a Participant other than by will or by the laws of
descent and distribution or as otherwise expressly permitted by the Committee,
including, if so permitted, pursuant to a transfer to such Participant's
children or family members, whether directly or indirectly or by means of a
trust or partnership or otherwise. For purposes of this Plan, unless otherwise
determined by the Committee, "family member" shall have the meaning given to
such term in General Instructions A.1(a)(5) to Form S-8 under the Securities Act
of 1933 as amended, and any successor thereto. All Freestanding Stock
Appreciation Rights shall be exercisable, subject to the terms of this Plan,
only by the Participant, the guardian or legal representative of the
Participant, or any person to whom such Freestanding Stock Appreciation Right is
transferred pursuant to this paragraph, it being understood that the terms
"holder" and "Participant" include such guardian, legal representative and other
transferee; provided, however, that the term "Termination of Employment" shall
continue to refer to the Termination of Employment of the original Participant.

         (vi)     Termination by Death. Unless otherwise determined by the
Committee at the time of grant, if a Participant incurs a Termination of
Employment by reason of death, any Freestanding Stock Appreciation Right held by
such Participant may thereafter be exercised, to the extent then exercisable, or
on such accelerated basis as the Committee may determine, until the expiration
of the stated term of such Freestanding Stock Appreciation Right.

         (vii)    Termination by Reason of Disability. Unless otherwise
determined by the Committee at the time of grant or, if a longer period of
exercise is desired, thereafter, if a Participant incurs a Termination of
Employment by reason of Disability, any Freestanding Stock Appreciation Right
held by such Participant may thereafter be exercised by the Participant, to the
extent it was exercisable at the time of termination, or on such accelerated
basis as the

                                       13

<PAGE>

Committee may determine, for a period of one year from the date of such
Termination of Employment or until the expiration of the stated term of such
Freestanding Stock Appreciation Right, whichever period is the shorter;
provided, however, that if the Participant dies within such period, any
unexercised Freestanding Stock Appreciation Right held by such Participant
shall, notwithstanding the expiration of such period, continue to be exercisable
to the extent to which it was exercisable at the time of death until the
expiration of the stated term of such Freestanding Stock Appreciation Right.

         (viii)   Termination by Reason of Retirement. Unless otherwise
determined by the Committee at the time of grant or, if a longer period of
exercise is desired, thereafter, if a Participant incurs a Termination of
Employment by reason of Retirement, any Freestanding Stock Appreciation Right
held by such Participant may thereafter be exercised by the Participant, to the
extent it was exercisable at the time of such Retirement, or on such accelerated
basis as the Committee may determine, for a period of one year from the date of
such Termination of Employment or until the expiration of the stated term of
such Freestanding Stock Appreciation Right, whichever period is the shorter;
provided, however, that if the Participant dies within such period any
unexercised Freestanding Stock Appreciation Right held by such Participant
shall, notwithstanding the expiration of such period, continue to be exercisable
to the extent to which it was exercisable at the time of death until the
expiration of the stated term of such Freestanding Stock Appreciation Right.

         (ix)     Other Termination. Unless otherwise determined by the
Committee at the time of grant or, if a longer period of exercise is desired,
thereafter: (A) if a Participant incurs a Termination of Employment for Cause,
all Freestanding Stock Appreciation Rights held by such Participant shall
thereupon terminate; and (B) if a Participant incurs a Termination of Employment
for any reason other than death, Disability, Retirement or for Cause, any
Freestanding Stock Appreciation Right held by such Participant, to extent it was
then exercisable at the time of termination, or on such accelerated basis as the
Committee may determine, may be exercised for the lesser of three months from
the date of such Termination of Employment or the balance of such Freestanding
Stock Appreciation Right's term; provided, however, that if the Participant dies
within such three-month period, any unexercised Freestanding Stock Appreciation
Right held by such Participant shall, notwithstanding the expiration of such
three-month period, continue to be exercisable to the extent to which it was
exercisable at the time of death until the expiration of the stated term of such
Freestanding Stock Appreciation Right.

         (x)      Change of Control Termination. Notwithstanding any other
provision of this Plan to the contrary, in the event a Participant incurs a
Termination of Employment during the 24-month period following a Change in
Control other than (i) by the Company for Cause, (ii) by reason of death or
(iii) by reason of Disability or (iv) by voluntary resignation other than by
reason of an Involuntary Termination, any Freestanding Stock Appreciation Right
held by such Participant may thereafter be exercised by the Participant, to the
extent it was exercisable at the time of termination, or on such accelerated
basis as the Committee may determine, for (A) the longer of (1) one year from
such date of termination or (2) such other period as may be provided in the Plan
for such Termination of Employment or as the Committee may provide in the Award

                                       14

<PAGE>

Agreement, or (B) until expiration of the stated term of such Freestanding Stock
Appreciation Right, whichever period is the shorter.

         (xi)     Change in Control Cash-Out. Notwithstanding any other
provision of the Plan, during the 60-day period from and after a Change in
Control (the "Exercise Period"), if the Committee shall determine at the time of
grant or thereafter, a holder of a Freestanding Stock Appreciation Right shall
have the right, whether or not such Stock Appreciation Right is fully
exercisable, to surrender all or part of such Stock Appreciation Right to the
Company and to receive cash, within 30 days of such election, in an amount equal
to (A) the amount by which the Change in Control Price per share of Common Stock
on the date of such election shall exceed the Strike Price under such Stock
Appreciation Right multiplied by (B) the number of shares of Common Stock
subject to the Stock Appreciation Right as to which the right granted under this
Section 6(c)(xi) shall have been exercised.

         (xii)    Deferral. The Committee may from time to time establish
procedures pursuant to which a Participant may elect to further defer receipt of
cash or shares in settlement of Freestanding Stock Appreciation Rights for a
specified period or until a specified event, subject in each case to the
Committee's approval and to such terms as are determined by the Committee.

SECTION 7.        RESTRICTED STOCK

(a)      Administration. Shares of Restricted Stock may be awarded either alone
or in addition to other Awards granted under the Plan. The Committee shall
determine the Participants to whom and the time or times at which grants of
Restricted Stock will be awarded, the number of shares to be awarded to any
Participant, the conditions for vesting, the time or times within which such
Awards may be subject to forfeiture and any other terms and conditions of the
Awards, in addition to those contained in Section 7(c).

(b)      Awards and Certificates. Shares of Restricted Stock shall be evidenced
in such manner as the Committee may deem appropriate, including book-entry
registration or issuance of one or more stock certificates. Any certificate
issued in respect of shares of Restricted Stock shall be registered in the name
of such Participant and shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Award, substantially in the
following form:

                  "The transferability of this certificate and the shares of
                  stock represented hereby are subject to the terms and
                  conditions (including forfeiture) of Franklin Bank Corp.
                  Long-Term Incentive Plan and an Award Agreement. Copies of
                  such Plan and Agreement are on file at the offices of Franklin
                  Bank Corp., 9800 Richmond Avenue, Suite 680, Houston, Texas
                  77042."

The Committee may require that the certificates evidencing such shares be held
in custody by the Company until the restrictions thereon shall have lapsed and
that, as a condition of any Award of Restricted Stock, the Participant shall
have delivered a stock power, endorsed in blank, relating to the Common Stock
covered by such Award.

                                       15

<PAGE>

(c)      Terms and Conditions. Shares of Restricted Stock shall be subject to
the following terms and conditions:

         (i)      The Committee may, prior to or at the time of grant, designate
an Award of Restricted Stock as a Qualified Performance-Based Award, in which
event it shall condition the grant or vesting, as applicable, of such Restricted
Stock upon the attainment of Performance Goals. If the Committee does not
designate an Award of Restricted Stock as a Qualified Performance-Based Award,
it may also condition the grant or vesting thereof upon the attainment of
Performance Goals. Regardless of whether an Award of Restricted Stock is a
Qualified Performance-Based Award, the Committee may also condition the grant or
vesting thereof upon the continued service of the Participant. The conditions
for grant or vesting and the other provisions of Restricted Stock Awards
(including without limitation any applicable Performance Goals) need not be the
same with respect to each recipient. The Committee may at any time, in its sole
discretion, accelerate or waive, in whole or in part, any of the foregoing
restrictions; provided, however, that in the case of Restricted Stock that is a
Qualified Performance-Based Award, the applicable Performance Goals have been
satisfied.

         (ii)     Subject to the provisions of the Plan and the Award Agreement
referred to in Section 7(c)(vi), during the period, if any, set by the
Committee, commencing with the date of such Award for which such Participant's
continued service is required (the "Restriction Period"), and until the later of
(A) the expiration of the Restriction Period and (B) the date the applicable
Performance Goals (if any) are satisfied, the Participant shall not be permitted
to sell, assign, transfer, pledge or otherwise encumber shares of Restricted
Stock; provided that, to the extent permitted by applicable law, the foregoing
shall not prevent a Participant from pledging Restricted Stock as security for a
loan, the sole purpose of which is to provide funds to pay the Option Price for
Stock Options.

         (iii)    Except as provided in this paragraph (iii) and Sections
7(c)(i) and 7(c)(ii) and the Award Agreement, the Participant shall have, with
respect to the shares of Restricted Stock, all of the rights of a shareholder of
the Company holding the class or series of Common Stock that is the subject of
the Restricted Stock, including, if applicable, the right to vote the shares and
the right to receive any cash dividends. If so determined by the Committee in
the applicable Award Agreement and subject to Section 15(e) of the Plan, (A)
cash dividends on the class or series of Common Stock that is the subject of the
Restricted Stock Award shall be automatically deferred and reinvested in
additional Restricted Stock, held subject to the vesting of the underlying
Restricted Stock, or held subject to meeting Performance Goals applicable only
to dividends, and (B) dividends payable in Common Stock shall be paid in the
form of Restricted Stock of the same class as the Common Stock with which such
dividend was paid, held subject to the vesting of the underlying Restricted
Stock, or held subject to meeting Performance Goals applicable only to
dividends.

         (iv)     Except to the extent otherwise provided in the applicable
Award Agreement or Section 7(c)(i), 7(c)(ii), 7(c)(v) or 11(a)(ii), upon a
Participant's Termination of Employment for any reason during the Restriction
Period or before the applicable Performance Goals are

                                       16

<PAGE>

satisfied, all shares still subject to restriction shall be forfeited by the
Participant; provided, however, that the Committee shall have the discretion to
waive, in whole or in part, any or all remaining restrictions (other than, in
the case of Restricted Stock with respect to which a Participant is a Covered
Employee, satisfaction of the applicable Performance Goals unless the
Participant's employment is terminated by reason of death or Disability by the
Company without Cause or by the Participant for "Good Reason" (as defined in any
applicable Individual Agreement)) with respect to any or all of such
Participant's shares of Restricted Stock.

         (v)      If and when any applicable Performance Goals are satisfied and
the Restriction Period expires without a prior forfeiture of the Restricted
Stock, unlegended certificates for such shares shall be delivered to the
Participant upon surrender of the legended certificates.

         (vi)     Each Award shall be confirmed by, and be subject to, the terms
of an Award Agreement.

SECTION 8.        PERFORMANCE UNITS

(a)      Administration. Performance Units may be awarded either alone or in
addition to other Awards granted under the Plan. The Committee shall determine
the Participants to whom and the time or times at which Performance Units shall
be awarded, the number of Performance Units to be awarded to any Participant),
the duration of the Award Cycle and any other terms and conditions of the Award,
in addition to those contained in Section 8(b).

(b)      Terms and Conditions. Performance Units Awards shall be subject to the
following terms and conditions:

         (i)      The Committee may, prior to or at the time of the grant,
designate Performance Units as Qualified Performance-Based Awards, in which
event it shall condition the settlement thereof upon the attainment of
Performance Goals. If the Committee does not designate Performance Units as
Qualified Performance-Based Awards, it may also condition the settlement thereof
upon the attainment of Performance Goals. Regardless of whether Performance
Units are Qualified Performance-Based Awards, the Committee may also condition
the settlement thereof upon the continued service of the Participant. The
provisions of such Awards (including without limitation any applicable
Performance Goals) need not be the same with respect to each recipient. Subject
to the provisions of the Plan and the Award Agreement referred to in Section
8(b)(v), Performance Units may not be sold, assigned, transferred, pledged or
otherwise encumbered during the Award Cycle. No more than 50,000 shares of
Common Stock may be subject to Qualified Performance Based Awards granted to any
Eligible Individual in any fiscal year of the Company.

         (ii)     Except to the extent otherwise provided in the applicable
Award Agreement or Section 8(b)(ii) or 11(a)(iii), upon a Participant's
Termination of Employment for any reason during the Award Cycle or before any
applicable Performance Goals are satisfied, all rights to receive cash or stock
in settlement of the Performance Units shall be forfeited by the Participant;

                                       17

<PAGE>

provided, however, that the Committee shall have the discretion to waive, in
whole or in part, any or all remaining payment limitations (other than, in the
case of Performance Units that are Qualified Performance-Based Awards,
satisfaction of the applicable Performance Goals unless the Participant's
employment is terminated by reason of death or Disability by the Company without
Cause or by the Participant for Good Reason) with respect to any or all of such
Participant's Performance Units.

         (iii)    An Participant may elect to further defer receipt of cash or
shares in settlement of Performance Units for a specified period or until a
specified event, subject in each case to the Committee's approval and to such
terms as are determined by the Committee. Subject to any exceptions adopted by
the Committee, such election must generally be made prior to commencement of the
Award Cycle for the Performance Units in question.

         (iv)     At the expiration of the Award Cycle, the Committee shall
evaluate the Company's performance in light of any Performance Goals for such
Award, and shall determine the number of Performance Units granted to the
Participant which have been earned, and the Committee shall then cause to be
delivered (A) a number of shares of Common Stock equal to the number of
Performance Units determined by the Committee to have been earned, or (B) cash
equal to the Fair Market Value of such number of shares of Common Stock to the
Participant, as the Committee shall elect (subject to any deferral pursuant to
Section 8(b)(iii)).

         (v)      Each Award shall be confirmed by, and be subject to, the terms
of an Award Agreement.

SECTION 9.        TAX OFFSET BONUSES

         At the time an Award is made hereunder or at any time thereafter, the
Committee may grant to the Participant receiving such Award the right to receive
a cash payment in an amount specified by the Committee, to be paid at such time
or times (if ever) as the Award results in compensation income to the
Participant, for the purpose of assisting the Participant to pay the resulting
taxes, all as determined by the Committee and on such other terms and conditions
as the Committee shall determine.

SECTION 10.       OTHER STOCK-BASED AWARDS

         Other Awards of Common Stock and other Awards that are valued in whole
or in part by reference to, or are otherwise based upon, Common Stock, including
(without limitation) dividend equivalents and convertible debentures, may be
granted either alone or in conjunction with other Awards granted under the Plan.

                                       18

<PAGE>

SECTION 11.       CHANGE IN CONTROL PROVISIONS

(a)      Impact of Event. Notwithstanding any other provision of the Plan to the
contrary, unless otherwise provided by the Committee in any Award Agreement, in
the event of a Change in Control:

         (i)      Any Stock Options and Stock Appreciation Rights outstanding as
of the date of such Change in Control, and which are not then exercisable and
vested, shall become fully exercisable and vested.

         (ii)     The restrictions and deferral limitations applicable to any
Restricted Stock shall lapse, and such Restricted Stock shall become free of all
restrictions and become fully vested.

         (iii)    All Performance Units shall be considered to be earned and
payable in full, and any deferral or other restriction shall lapse and such
Performance Units shall be settled in cash or shares of Common Stock, as
determined by the Committee, as promptly as is practicable.

(b)      Definition of Change in Control. For purposes of the Plan, a "Change in
Control" shall mean the happening of any of the following events:

         (i)      An acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 30% or more of either (1) the then outstanding shares of common
stock of the Company (the "Outstanding Company Common Stock") or (2) the
combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the "Outstanding
Company Voting Securities"); excluding, however, the following: (1) Any
acquisition directly from the Company, other than an acquisition by virtue of
the exercise of a conversion privilege unless the security being so converted
was itself acquired directly from the Company, (2) Any acquisition by the
Company, (3) Any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any entity controlled by the Company,
or (4) Any acquisition pursuant to a transaction which complies with clauses
(1), (2) and (3) of subsection (iii) of this Section 11(b); or

         (ii)     A change in the composition of the Board such that the
individuals who, as of the Effective Date, constitute the Board (such Board
shall be hereinafter referred to as the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board; provided, however, for purposes
of this Section 11(b), that any individual who becomes a member of the Board
subsequent to the Effective Date, whose election, or nomination for election by
the Company's shareholders, was approved by a vote of at least a majority of
those individuals who are members of the Board and who were also members of the
Incumbent Board (or deemed to be such pursuant to this proviso) shall be
considered as though such individual were a member of the Incumbent Board; but,
provided, further, that any such individual whose initial assumption of office
occurs as a result of an actual or threatened election contest with respect to
the election or removal of directors or other actual or threatened solicitation
of proxies or consents by or on

                                       19

<PAGE>

behalf of a Person other than the Board shall not be so considered as a member
of the Incumbent Board; or

         (iii)    Consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets of the
Company ("Corporate Transaction"); excluding, however, such a Corporate
Transaction pursuant to which (1) all or substantially all of the individuals
and entities who are the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately prior
to such Corporate Transaction will beneficially own, directly or indirectly,
more than 50% of, respectively, the outstanding shares of common stock, and the
combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Corporate Transaction (including, without limitation, a
corporation which as a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Corporate Transaction, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case may be, (2)
no Person (other than the Company, any employee benefit plan (or related trust)
of the Company or such corporation resulting from such Corporate Transaction)
will beneficially own, directly or indirectly, 30% or more of, respectively, the
outstanding shares of common stock of the corporation resulting from such
Corporate Transaction or the combined voting power of the outstanding voting
securities of such corporation entitled to vote generally in the election of
directors except to the extent that such ownership existed prior to the
Corporate Transaction, and (3) individuals who were members of the Incumbent
Board will constitute at least a majority of the members of the board of
directors of the corporation resulting from such Corporate Transaction; or

         (iv)     The approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.

(c)      Change in Control Price. For purposes of the Plan, "Change in Control
Price" means the higher of (i) the highest reported sales price, regular way, of
a share of Common Stock in any transaction reported on the Nasdaq (or such other
national securities market or exchange as may at the time be the principal
market for the Common Stock) during the 60-day period prior to and including the
date of a Change in Control or (ii) if the Change in Control is the result of a
tender or exchange offer or a Corporate Transaction, the highest price per share
of Common Stock paid in such tender or exchange offer or Corporate Transaction;
provided, however, that in the case of Incentive Stock Options and Tandem Stock
Appreciation Rights relating to Incentive Stock Options, the Change in Control
Price shall be in all cases the Fair Market Value of the Common Stock on the
date such Incentive Stock Option or Tandem Stock Appreciation Right is
exercised. To the extent that the consideration paid in any such transaction
described above consists all or in part of securities or other noncash
consideration, the value of such securities or other noncash consideration shall
be determined in the sole discretion of the Board.

                                       20

<PAGE>

SECTION 12.       FORFEITURE OF AWARDS

         Notwithstanding anything in the Plan to the contrary, the Committee
shall have the authority under the Plan to provide in any Award Agreement that
in the event of serious misconduct by a Participant (including, without
limitation, any misconduct prejudicial to or in conflict with the Company or its
Subsidiaries or Affiliates, or any Termination of Employment for Cause), or any
activity of a Participant in competition with the business of the Company or any
Subsidiary or Affiliate, any outstanding Award granted to such Participant shall
be cancelled, in whole or in part, whether or not vested or deferred. The
determination of whether a Participant has engaged in a serious breach of
conduct or any activity in competition with the business of the Company or any
Subsidiary or Affiliate shall be determined by the Committee in good faith and
in its sole discretion. This Section 12 shall have no application following a
Change in Control.

SECTION 13.       TERM, AMENDMENT AND TERMINATION

         The Plan will terminate on the tenth anniversary of the Effective Date.
Under the Plan, Awards outstanding as of such date shall not be affected or
impaired by the termination of the Plan.

         The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which would impair the rights of a
Participant under a Stock Option or a recipient of a Stock Appreciation Right,
Restricted Stock Award, Performance Unit Award or other Award theretofore
granted without the Participant's or recipient's consent, except such an
amendment made to comply with applicable law, stock exchange rules or accounting
rules. In addition, no such amendment shall be made without the approval of the
Company's shareholders to the extent such approval is required by applicable law
or stock exchange rules.

         The Committee may amend the terms of any Stock Option or other Award
theretofore granted, prospectively or retroactively, but no such amendment shall
cause a Qualified Performance-Based Award to cease to qualify for the Section
162(m) Exemption or impair the rights of any holder without the holder's consent
except such an amendment made to cause the Plan or Award to comply with
applicable law, stock exchange rules or accounting rules.

         Subject to the above provisions, the Board shall have authority to
amend the Plan to take into account changes in law and tax and accounting rules
as well as other developments, and to grant Awards which qualify for beneficial
treatment under such rules without shareholder approval.

SECTION 14.       UNFUNDED STATUS OF PLAN

         It is presently intended that the Plan constitute an "unfunded" plan
for incentive and deferred compensation. The Committee may authorize the
creation of trusts or other

                                       21

<PAGE>

arrangements to meet the obligations created under the Plan to deliver Common
Stock or make payments; provided, however, that unless the Committee otherwise
determines, the existence of such trusts or other arrangements is consistent
with the "unfunded" status of the Plan.

SECTION 15.       GENERAL PROVISIONS

(a)      Representation. The Committee may require each person purchasing or
receiving shares pursuant to an Award to represent to and agree with the Company
in writing that such person is acquiring the shares without a view to the
distribution thereof. The certificates for such shares may include any legend
which the Committee deems appropriate to reflect any restrictions on transfer.
Notwithstanding any other provision of the Plan or agreements made pursuant
thereto, the Company shall not be required to issue or deliver any certificate
or certificates for shares of Common Stock under the Plan prior to fulfillment
of all of the following conditions:

         (i)      Listing or approval for listing upon notice of issuance, of
such shares on Nasdaq, or such other securities exchange as may at the time be
the principal market for the Common Stock;

         (ii)     Any registration or other qualification of such shares of the
Company under any state or federal law or regulation, or the maintaining in
effect of any such registration or other qualification which the Committee
shall, in its absolute discretion upon the advice of counsel, deem necessary or
advisable; and

         (iii)    Obtaining any other consent, approval, or permit from any
state or federal governmental agency which the Committee shall, in its absolute
discretion after receiving the advice of counsel, determine to be necessary or
advisable.

(b)      No Limit of Other Arrangements. Nothing contained in the Plan shall
prevent the Company or any Subsidiary or Affiliate from adopting other or
additional compensation arrangements for its employees.

(c)      No Contract of Employment. The Plan shall not constitute a contract of
employment, and adoption of the Plan shall not confer upon any employee any
right to continued employment, nor shall it interfere in any way with the right
of the Company or any Subsidiary or Affiliate to terminate the employment of any
employee at any time.

(d)      Tax Withholding. No later than the date as of which an amount first
becomes includible in the gross income of the Participant for federal income tax
purposes with respect to any Award under the Plan, the Participant shall pay to
the Company, or make arrangements satisfactory to the Company regarding the
payment of, any federal, state, local or foreign taxes of any kind required by
law to be withheld with respect to such amount. Unless otherwise determined by
the Company, withholding obligations may be settled with Common Stock, including
Common Stock that is part of the Award that gives rise to the withholding
requirement; provided, that not more than the legally required minimum
withholding may be settled with Common Stock. The obligations of the Company
under the Plan shall be conditional on such payment or

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<PAGE>

arrangements, and the Company and its Affiliates shall, to the extent permitted
by law, have the right to deduct any such taxes from any payment otherwise due
to the Participant. The Committee may establish such procedures as it deems
appropriate, including making irrevocable elections, for the settlement of
withholding obligations with Common Stock.

(e)      Dividends. Reinvestment of dividends in additional Restricted Stock at
the time of any dividend payment shall only be permissible if sufficient shares
of Common Stock are available under Section 3 for such reinvestment (taking into
account then outstanding Stock Options and other Awards).

(f)      Death Beneficiary. The Committee shall establish such procedures as it
deems appropriate for a Participant to designate a beneficiary to whom any
amounts payable in the event of the Participant's death are to be paid or by
whom any rights of the Participant, after the Participant's death, may be
exercised.

(g)      Subsidiary Employees. In the case of a grant of an Award to any
employee of a Subsidiary of the Company, the Company may, if the Committee so
directs, issue or transfer the shares of Common Stock, if any, covered by the
Award to the Subsidiary, for such lawful consideration as the Committee may
specify, upon the condition or understanding that the Subsidiary will transfer
the shares of Common Stock to the employee in accordance with the terms of the
Award specified by the Committee pursuant to the provisions of the Plan. All
shares of Common Stock underlying Awards that are forfeited or canceled should
revert to the Company.

(h)      Governing Law. The Plan and all Awards made and actions taken
thereunder shall be governed by and construed in accordance with the laws of the
State of Delaware, without reference to principles of conflict of laws.

(i)      Nontransferability. Except as otherwise provided in Section 5(e) or
6(b)(iii) or by the Committee, Awards under the Plan are not transferable except
by will or by laws of descent and distribution.

SECTION 16.       EFFECTIVE DATE OF PLAN

         The Plan shall be effective as of the date (the "Effective Date") it is
adopted by the Board, provided that it is approved by the stockholders of the
Company in accordance with all applicable laws, regulations and stock exchange
rules and listing standards.

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