EXHIBIT 14(a)(2)(10)(iii)


                        SEVERANCE COMPENSATION AGREEMENT

         THIS  AGREEMENT,  made  effective  as of May 1, 2000 by and between The
Franklin  Capital  Corporation  (formerly,   The  Franklin  Holding  Corporation
(Delaware)),  a Delaware corporation (the "Company"),  and Stephen L. Brown (the
"Executive").

         WHEREAS,  the Company and the  Executive  are parties to an  employment
agreement effective as of May 1, 2000 (the "Employment Agreement") providing for
the  employment  of the Executive by the Company for a period and upon the other
terms and conditions therein stated; and

         WHEREAS,  the Company  considers the  maintenance  of a sound and vital
senior  management to be essential to protecting  and enhancing the interests of
the Company and its shareholders; and

         WHEREAS, the Company recognizes that, as is the case with many publicly
owned  corporations,  the  possibility of a change in control of the Company may
arise and that such possibility,  and the uncertainty and questions which it may
raise among senior  management,  may result in the departure or  distraction  of
senior   management   personnel  to  the   detriment  of  the  Company  and  its
shareholders; and

         WHEREAS,  accordingly the Company has determined that appropriate steps
should  be  taken  to  reinforce  and  encourage  the  continued  attention  and
dedication  of members of the  Company's  senior  management  to their  assigned
duties and long-range  responsibilities  without  distraction  in  circumstances
arising from the possibility of a change in control of the Company; and

         WHEREAS, the Company believes it important and in the best interests of
the Company and its  shareholders,  should the Company face the possibility of a
change in control,  that the senior  management of the Company be able to assess
and advise the Board of Directors of the Company  whether such a proposed change
in control  would be in the best  interests of the Company and its  shareholders
and to take  such  other  action  regarding  such a  proposal  as the  Board  of
Directors  might determine to be appropriate,  without senior  management  being
influenced by the uncertainties of their own employment situations; and

         WHEREAS,  in order to induce the  Executive  to remain in the employ of
the  Company in the event of any actual or  threatened  change in control of the
Company,  the Company has  determined to set forth the severance  benefits which
the Company  will provide to the  Executive  under the  circumstances  set forth
below;

         NOW, THEREFORE, the parties hereto hereby agree as follows:

         1. Definitions.

         (a) All capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Employment Agreement.

         (b) "Change in Control" shall mean the occurrence of any of the
following events:


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               (i) any person, within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or group of
persons, within the meaning of Exchange Act Rule 13d-5, other than the Company
or any of its subsidiaries, becomes a beneficial owner, directly or indirectly,
of thirty percent (30%) or more in voting power or amount of the Company's then
outstanding equity securities, without the approval of not less than two-thirds
of the Board in existence prior to such ownership;

               (ii) individuals who constitute the Board on any day (the
"Incumbent Board") cease for any reason other than their deaths or resignations
to constitute at least a majority of the Board on the following day (which day
shall be considered the day upon which occurs the Change in Control), provided
that any individual becoming a director subsequent to the date of this Agreement
whose election or nomination for election by the Company's shareholders was
approved by a vote of not less than three-quarters of the Incumbent Board or not
less than two-thirds of the then incumbent Nominating Committee of the Board
shall be for purposes of this subsection considered as though such person were a
member of the Incumbent Board;

               (iii) the necessary majority of the Company's shareholders
approve any reorganization (other than a mere change in identity, form or place
of organization of the Company, however effected), merger or consolidation of
the Company, or any other transaction with one or more business entities or
persons as a result of which the stock of the Company is exchanged for or
converted into cash or property or securities not issued by the Company, or as a
result of which there is a change in ownership of existing equity securities of
the Company or issuance of new equity securities of the Company (or the right or
option to acquire such equity securities) which equals or exceeds thirty percent
(30%) in voting power or amount of the equity securities of the Company
outstanding upon completion of such transaction, unless such reorganization,
merger consolidation or other transaction shall have been affirmatively
recommended to the Company's shareholders by not less than two-thirds of the
Incumbent Board;

               (iv) the necessary majority of the Company's shareholders approve
the sale of (or agreement to sell or grant of a right or option to purchase as
to) all or substantially all of the assets of the Company to any person or
business entity, unless such sale or other transaction shall have been
affirmatively recommended to the Company's shareholders by not less than
two-thirds of the Board;

               (v) the dissolution or liquidation of the Company;

               (vi) the occurrence of any circumstance having the effect that
persons who were nominated for election as directors by the Board shall fail to
become directors of the Company other than because of their death or withdrawal;

               (vii) a change in control of a nature that would be required to
be reported in response to Item 1(a) of the Current Report on Form 8-K, as in
effect on the date hereof, pursuant to Section 13 or 15(d) of the Exchange Act,
unless such change in control is approved by not less than two-thirds of the
Board in existence prior to such change in control;

               (viii) such other events as the Board may designate.


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    2.  Termination of Employment

         If the Executive is an employee of the Company on the day before a
Change in Control and the Executive's employment with the Company is terminated
(i) by the Executive or (ii) by the Company as a Without Cause Termination, in
either case within one year from the date of such Change in Control, the Company
hereby agrees to provide to the Executive the following benefits:

         (a) a lump sum payment, payable in cash, cashier's check or by wire,
within ten (10) business days from the date of such termination of employment
equal to 1.5 times the Executive's average base salary, incentive compensation,
bonus and any other amounts which may be included in the Executive's income as
compensation from the Company) over the most recent five (5) years (or such
lesser time as the Executive was employed by the Company as an employee)
preceding the year in which occurred the Change in Control;

         (b) a lump sum payment, payable in cash, cashier's check or by wire,
within ten (10) business days from the date of such termination of employment in
an amount equal to such termination of employment in an amount equal to any
amounts forfeited, on account of such termination of employment, under any
employee pension benefit plan, as defined in Section 3(2) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), maintained or
contributed to by the Company and participated in by the Executive at any time
between the day before the Change in Control and the day of the Executive's
termination of employment;

         (c) to the extent not otherwise payable to the Executive, continued
coverage of the Executive and the Executive's beneficiaries for a period
extending through the latter of the date the Executive commences any subsequent
full-time employment for pay and the date that is three (3) years after the
Executive's termination of employment, under all employee welfare benefit plans,
as defined in Section 3(1) of ERISA, maintained or contributed to by the Company
and covering the Executive at any time between the day before the Change in
Control and the day of the Executive's termination of employment; such
continuation coverage shall (i) be provided at the expense of the Company to the
extent so provided prior to the termination of employment, (ii) as of the time
the coverage is being provided be identical to the highest level of coverage
provided under each such plan to the Executive and the Executive's beneficiaries
at any time between the day before the Change in Control and the day of the
Executive's termination of employment, and (iii) not be conditioned upon, or
discriminate on the basis or lack of, evidence of insurability; and

         (d) in the event of the termination of employment by the Company that
is a Without Cause Termination or a Constructive Discharge, all benefits
provided for by the Employment Agreement under such circumstances, reduced by
all benefits provided pursuant to (a) through (c) above.

         3. No Obligation to Mitigate Damages; No Effect on Other Contractual
Rights.

         (a) The Executive shall not be required to mitigate damages or the
amount of any payment provided for under this Agreement by seeking other
employment or otherwise, nor shall the amount of any payment provided for under
this Agreement be reduced by any compensation earned by the Executive as the
result of employment by another employer after the date of termination of his
employment with the Company or otherwise.

         (b) Except as expressly provided in Section 2(d), the provisions of
this Agreement, and any payment provided for hereunder, shall not reduce any
amounts otherwise payable,


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supersede, affect or in any way diminish the Executive's existing rights, or
rights which would accrue solely as a result of the passage of time, under any
applicable law or any pension benefit or welfare benefit plan, employment
agreement or other contract, plan or arrangement.

         4. LIMITATION ON BENEFITS; ATTORNEY'S FEES; INTEREST

         (a) Notwithstanding any provisions to the contrary in this Agreement,
if any part of the payments provided for under Section 2 of this Agreement (the
"Agreement Payments") would if paid constitute a "parachute payment" under
Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), then
the Agreement Payments shall be payable to the Executive only if (i) the sum of
the value of the Agreement Payments and of the value of all other to or for the
benefit of the Executive that constitute "parachute payments" less the amount of
any excise taxes payable under Code Section 4999, and any similar or comparable
taxes in connection with such sum, is greater than (ii) the greatest value of
payments in the nature of compensation contingent upon a change in control that
could be paid at such time to or for the benefit of the Executive and not
constitute a "parachute payment" (the "Alternative Payment"); otherwise, only
the Alternative Payment shall be payable to the Executive. For purposes of this
Section 4(a), the value of payments shall be determined in accordance with Code
Section 280G(d)(4) and any regulations issued thereunder.

         (b) The determination of the operation of Section 4(a) and of any
reduction in benefits necessary thereunder shall be made by the Executive upon
reasonable advice of the Executive's counsel or accountant, except that, should
the Internal Revenue Service ever determine to the Executive's satisfaction that
any of the payments provided under this Agreement constitute a "parachute
payment," the Executive shall repay to the Company an amount sufficient at that
time to prevent any of such payments from constituting a "parachute payment". In
any case in which the level of benefits provided for under this Agreement is
reduced or not provided to the Executive on account of the operation of Section
4(a), the Executive may select those benefits which are to be reduced or not
provided.

         (c) If the Company shall fail to pay or provide at any time any
benefits under this Agreement or under any benefit plan, agreement or
arrangement established, agreed to or contracted for by the Company for the
benefit of or with the Executive, the Executive shall be entitled to consult
with independent counsel, and the Company shall pay the reasonable fees and
expenses of such counsel for the Executive in advising him in connection
therewith or in bringing any proceedings, or in defending any proceedings,
involving the Executive's rights under this Agreement, such right to
reimbursement to be immediate upon the presentment by the Executive of written
billings of such reasonable fees and expenses. The Executive shall be entitled
to interest at the "prime rate" established from time to time by the Bank of New
York for any payments of such expenses, or any other payments following the
Executive's termination of employment, that are overdue.

         (d) The Company shall have the right to withhold from all payments due
hereunder all income and excise taxes required to be withheld by applicable law
and regulations.

         5. Governing Law

         This agreement shall be governed by and construed in accordance with
the laws of the State of New York.


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         6. Miscellaneous

         (a) If any rights pursuant to Section 2 above have accrued to the
Executive prior to the Executive's death or a judicial determination of the
Executive's incompetence, but have not been fully satisfied hereunder at the
time of such event, such rights shall survive and shall inure to the benefit of
the Executive's heirs, beneficiaries and legal representative. Otherwise, this
Agreement shall terminate upon the Executive's death or a judicial determination
of the Executive's incompetence.

         (b) Nothing herein (other than as provided in Section 2(d)) shall be
deemed to affect or alter the Executive's current employment status and the
status of the Employment Agreement.

         (c) In the event that any provision or portion of this Agreement shall
be determined to be invalid or unenforceable for any reason, the remaining
provisions or portions of this Agreement shall be unaffected thereby and shall
remain in full force and effect to the fullest extent permitted by law.

         7. Notice.

         All notices or communications hereunder shall be given in accordance
with the requirements for notices contained in the Employment Agreement.

         8. Amendment; Termination; Waiver.

         No provisions of this Agreement may be amended, modified or waived and
this Agreement may not be terminated unless such is authorized by a majority of
the Board and agreed to in writing by the Executive; provided that if the term
of the Employment Agreement, as such may be extended, expires, this Agreement
shall simultaneously be terminated. No waiver by either party hereto of any
breach by the other party hereto of any condition or any provision of this
Agreement to be performed by such other party shall be deemed a waiver of a
subsequent breach of such condition or provision or waiver of a similar or
dissimilar condition or provision at the same time or any subsequent time.

         9. Successors.

         (a) Except as otherwise provided herein, the Company's rights, duties
and obligations under this Agreement shall be binding upon and inure to the
benefit of the Company and any successor of the Company, including, without
limitation, any business entity or business entities acquiring directly or
indirectly all or substantially all of the assets or shares of Stock whether by
merger, consolidation, sale or otherwise -- and such successor shall thereafter
be deemed the "Company" for all purposes of this Agreement -- but such rights,
duties and obligations shall not otherwise be assignable by the Company.

         (b) Within thirty (30) days following a Change in Control, the Company
(including any successor of the Company) shall in writing affirm to the
Executive its obligations under this Agreement, and any failure by the Company
to so affirm this Agreement shall, for purposes of this Agreement only, be
considered a Without Cause Termination.


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         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed and its seal to be affixed hereunto by its duly authorized officers,
and the Executive has signed and delivered this Agreement, all as of May 1,
2000, but actually on the dates set forth below.

                                               THE FRANKLIN CAPITAL CORPORATION


                                               By: /s/
                                                  ------------------------------
                                                  Name:  Hiram M. Lazar
                                                  Title: Chief Financial Officer

                                                   /s/
                                               ---------------------------------
                                                       STEPHEN L. BROWN

















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