exv10w2



 






Exhibit 10.2




FIRST AMENDEMENT TO THE FRANKLIN BANK CORP.

INCENTIVE STOCK OPTION AGREEMENT

(2002 Stock Option Plan)




W I T N E S S E T H:




     WHEREAS, Franklin Bank Corp. (the “Company”) presently maintains the Franklin Bank Corp. 2002
Stock Option Plan (the “Plan”; capitalized terms used but not defined herein have the meanings set
forth in the Plan); and



     WHEREAS, the Company and                      (“Optionee”) have entered into an Incentive Stock
Option Agreement (the “Option Agreement”) pursuant to the Plan; and



     WHEREAS, the Committee may amend the terms of the Option Agreement without the consent of
Optionee, provided such amendment does not impair the rights of Optionee; and



     WHEREAS, in order to extend the period during which Optionee may exercise the Option after
termination of employment under certain circumstances, the Company desires to make certain changes
to the Option Agreement;



     NOW, THEREFORE, in order to make certain revisions desired by the Company, the Option
Agreement is hereby amended in the following manner:



     1. Section 4 of the Option Agreement is deleted in its entirety and the following is inserted
in its place:




	 	“4.   	    Termination of Employment. If the Optionee ceases to be employed by
the Company for any reason other than death, disability or normal retirement or ceases
to serve on the Board for any reason other than death, disability or normal retirement,
any portion of the Option which is exercisable on the date of such termination of
employment or cessation from the Board shall expire and terminate on the date that is
three (3) months after such date of such termination of employment or cessation from
the Board.”





     2. Section 5 of the Option Agreement is deleted in its entirety and the following is inserted
in its place:




	 	“5.   	    Death, Disability or Normal Retirement. In the event the Optionee
ceases to be an employee or a member of the Board as a result of the Optionee’s death,
disability or normal retirement the Option shall become fully exercisable and Vested
and may thereafter be exercised until the expiration of the Option Period by the former
employee or director, the guardian of his estate, the executor or administrator of his
estate or by the person or persons to whom his rights under the Option shall pass by
will or the laws of descent and distribution.




-1-









 






	 	   	Optionee shall be deemed subject to a “disability” if, in the opinion of a physician
selected by the Committee, he is incapable of performing services for the Company of
the kind he was performing at the time the disability occurred by reason of any
medically determinable physical or mental impairment which can be expected to result
in death or to be of long, continued and indefinite duration. The date of
determination of disability for purposes hereof shall be the date of such
determination by such physician.
	 
	 	   	For purposes of this Option Agreement, “normal retirement” shall mean retirement
from active employment with the Company at or after age 65 or such other age as may
be established by the Committee.”






	3.  	Section 13 of the Option Agreement is deleted in its entirety.





[The remainder of this page intentionally left blank]




-2-









 








     IN WITNESS WHEREOF, the undersigned officer of the Company has executed this First Amendment
to the Franklin Bank Corp. Incentive Stock Option Agreement on this ___day of                     ,
2005.


	 	 	 	 	 
	 	FRANKLIN BANK CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	Anthony J. Nocella 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 





-3-