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UNDERWRITING AGREEMENT
  
  Schedule A Exhibit A




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Representations and Warranties of the Company
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Schedule II
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Purchase, Sale and Delivery of the Securities
 Schedule A
  Offering Of Securities
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4. Covenants of the Company.
 
  Exhibit A
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Exhibit B Schedule III
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Costs and Expenses
   6. Conditions of Obligations of the Underwriters.
  -18-
          Exhibit C
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Indemnification
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provided however, provided, however,
  provided, however, -22-
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Schedule A
   Notices
  if to the Underwriters, to
    
    RBC Capital Markets Corporation
Bear, Stearns & Co. Inc.
c/o RBC Capital Markets
One Liberty Plaza, 165 Broadway
New York, NY 10006-1404
Attention: Joe Morea
                    Syndicate Director
Fax: (212) 428-6260
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if to the Company, to
    
    Franklin Bank Corp.
980 Richmond Avenue, Suite 680
Houston, TX 77042
Attention: Anthony J. Nocella
                    President and Chief Executive Officer
Fax: (713) 952-2830
 Termination
    10. Default by One or More of the Underwriters.
  -26-




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Successors
  12. Information Provided by Underwriters.
  -27-




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13. Research Independence.
  Absence of Fiduciary Relationship
  Miscellaneous
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remainder of page intentionally blank
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Very truly yours,FRANKLIN BANK CORP.By:
    /s/ Anthony J. NocellaName:
    Anthony J. NocellaTitle:
    President and Chief Executive Officer 
 RBC CAPITAL MARKETS CORPORATIONBy:
    
    /s/ Jeff KrueselName: Jeff Kruesel
Title: Managing DirectorBEAR, STEARNS & CO. INC.By:
    
    /s/ Paul S. RosicaName: Paul S. Rosica
Title: Senior Managing Director




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SCHEDULE A
 PrincipalAmount ofName of Underwriter
    
    SecuritiesRBC Capital Markets Corporation.
    
    $
    80,000,000Bear, Stearns & Co. Inc.
    
    $
    20,000,000Total
    
    $
    100,000,000




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SCHEDULE I(a)
   SCHEDULE I(b)
 Issuer Free Writing Prospectuses Not included in the Time of Sale Disclosure Package
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SCHEDULE II
 List of Significant Subsidiaries
 JURISDICTION OFSUBSIDIARY
    
    INCORPORATION OR ORGANIZATIONFranklin Bank, S.S.B.
    
    Texas




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SCHEDULE III  List of Executive Officers and Directors  subject to Lock-Up Agreements
 Executive Officers and Directors:




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EXHIBIT A
 Pricing Terms




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EXHIBIT B
 Form of Lock-Up Agreement
  
  Underwriters Underwriting Agreement Company Offering Common Stock
 Disposition Lock-Up Period Hedging Transaction




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provided
   [Signature Page Follows.]
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Signature:Print Name:
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EXHIBIT C
 Legal Opinion of Bracewell & Giuliani LLP
 1.
    
    The Company is validly existing as a corporation in good standing under the laws of the
State of Delaware, and is duly registered as a Savings and Loan Holding Company under the
HOLA. The Company has the requisite corporate power and authority to own or lease its
properties and to conduct its business as described in the Time of Sale Disclosure Package
and the Prospectus. The Company is duly qualified to transact business and is in good
standing in all jurisdictions in which the conduct of its business requires such
qualification, except where the failure so to qualify or to be in good standing would not
reasonably be expected to result in a Material Adverse Effect.2.
    
    Each Subsidiary of the Company is validly existing as a corporation (or limited
liability company, business trust or State savings bank, as applicable) in good standing
under the laws of the jurisdiction of its incorporation or organization (as the case may
be). Each Subsidiary has the requisite corporate or other power and authority to own or
lease its properties and to conduct its business as described in the Time of Sale
Disclosure Package and the Prospectus. Each Subsidiary is duly qualified to transact
business and is in good standing in all jurisdictions in which the conduct of its business
requires such qualification, except where the failure so to qualify or to be in good
standing would not reasonably be expected to result in a Material Adverse Effect. To such
counsels knowledge, all outstanding shares of capital stock of or other equity interests
in the Subsidiaries have been duly authorized and validly issued and are fully paid and
nonassessable (except to the extent such shares or interests may be deemed assessable under
12 U.S.C. Section 55 or 12 U.S.C. 1831o or the Delaware Limited Liability Company Act) and,
to such counsels knowledge, other than trust preferred securities, the Company or another
Subsidiary owns of record and beneficially, free and clear of any security interests, liens
or other encumbrances, all of the issued and outstanding shares of such stock or interests.3.
    
    The Company has authorized capital stock as set forth in the Time of Sale Disclosure
Package and the Prospectus under the captions Description of Preferred Stock and
Description of Common Stock.4.
    
    The Securities have been duly authorized, executed and delivered by the Company and,
when duly authenticated by the Trustee and issued and delivered against payment of the
consideration therefor pursuant to the Underwriting Agreement and in accordance with the
terms of the Indenture, will constitute valid and legally binding obligations of the
Company, enforceable against the Company in accordance with their terms and entitled to the
benefits of the Indenture; and the Securities conform as to legal matters in all material
respects to the description thereof in the Time of Sale Disclosure Package and the
Prospectus under the caption Description of Notes.




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5.
    
    The Underlying Securities issuable upon conversion of the Securities have been duly
authorized and reserved and, when issued upon conversion of the Securities in accordance
with the terms of the Securities and the Indenture, will be validly issued, fully paid and
non-assessable; and the issuance of the Underlying Securities will not be subject to any
preemptive or similar rights.6.
    
    The Underwriting Agreement has been duly authorized, executed and delivered by the
Company.7.
    
    The Indenture has been duly authorized, executed and delivered by, and (assuming due
authorization, execution and delivery by the Trustee) is a valid and legally binding
agreement of, the Company, enforceable against the Company in accordance with its terms.8.
    
    The execution and delivery by the Company of, and the performance by the Company of its
obligations under, the Underwriting Agreement, the Indenture and the Securities (the
Transaction Documents) and the consummation of the transactions contemplated thereunder,
will not (i) constitute or result in a violation of any applicable provisions of the
General Corporation Law of the State of Delaware or the laws of the States of New York or
Texas or the United States of America, (ii) conflict with or constitute or result in any
violation of the Certificate of Incorporation or By-laws of the Company, each as currently
in effect, (iii) result in a breach or violation of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument known to such counsel to which the Company or any of the
Subsidiaries is a party or by which the Company or any of the Subsidiaries may be bound, or
(iv) violate any existing obligation under any judgment, order or decree of any
governmental body, agency or court of the States of New York or Texas, the United States of
America or the State of Delaware having jurisdiction over the Company or any Subsidiary of
which such counsel has knowledge.9.
    
    No consent, approval, authorization or order of, or registration or filing by the
Company with, any federal or Texas governmental body or agency is necessary in connection
with the execution and delivery of the Underwriting Agreement, the consummation of the
transactions contemplated therein and the performance by the Company of its obligations
under the Transaction Documents, except (i) such as have been obtained or made, and (ii) as
may be required by the Securities Act and the Trust Indenture Act, and under state
securities or Blue Sky laws.10.
    
    The statements in the Time of Sale Disclosure Package and the Prospectus under the
captions Description of Notes and Description of Common Stock, in each case insofar as
such statements constitute a summary of matters of law, fairly and accurately summarize
such matters in all material respects.11.
    
    The statements in the Time of Sale Disclosure Package and the Prospectus under the
caption Certain U.S Federal Income Tax Considerations, insofar as such statements
constitute a
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summary of matters of United States federal income tax law, fairly and
accurately summarize such matters in all material respects.12.
    
    To such counsels knowledge, there are no material legal or governmental proceedings
pending or threatened against the Company or any of the Subsidiaries or any of their
respective properties other than as set forth in the Time of Sale Disclosure Package and
the Prospectus or proceedings which would not reasonably be expected to result in a
Material Adverse Effect.13.
    
    The Company is not and, after giving effect to the offering and sale of the Securities
and the application of the net proceeds thereof as described in the Time of Sale Disclosure
Package and the Prospectus, will not be subject to regulation as an investment company as
such term is defined in the 1940 Act.14.
    
    The Indenture has been qualified under the Trust Indenture Act.15.
    
    The Registration Statement has been declared effective under the Securities Act; any
required filing of the Base Prospectus, any Preliminary Prospectus and the Prospectus
pursuant to Rule 424(b) has been made in the manner and within the time period required by
Rule 424(b) (without reference to Rule 424(b)(8)); any required filing of each Issuer Free
Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time
period required by Rule 433(d); and, to such counsels knowledge, no stop order suspending
the effectiveness of the Registration Statement has been issued under the Securities Act
and no proceedings for that purpose have been instituted or are pending or threatened by
the Commission.16.
    
    Each Incorporated Document (except for financial statements and schedules and other
financial, statistical or accounting data derived therefrom included therein or omitted
therefrom, as to which such counsel need not express any opinion), when they were filed
with the Commission, appeared on their face to comply as to form in all material respects
with the requirements of the particular form under the Exchange Act and the applicable
rules and regulations thereunder.17.
    
    The Registration Statement and the Prospectus, excluding the Incorporated Documents, as
of their respective effective or issue dates (in each case, other than the financial
statements and schedules and other financial, statistical or accounting data derived
therefrom included therein or omitted therefrom, and the Trustees Statement of Eligibility
on Form T-1, as to which such counsel need not express any opinion), appeared on their face
to comply as to form in all material respect with the requirements of the Securities Act
and the applicable rules and regulations thereunder.
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